Change in Accounting Principle. If the Company implements a change in accounting principle during the Performance Period either as a result of issuance of new accounting standards or otherwise, and the effect of the accounting change was not reflected in the Company’s business plan at the time of approval of this award, then the Adjusted Cash Flow and Adjusted Capital for each affected period shall be adjusted to eliminate the impact of the change in accounting principle.

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including that # transactions are executed in accordance with management’s general or specific authorizations, # transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, # access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and # the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of the Company or any of its Subsidiaries.

Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley 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 a system of internal accounting controls as set forth in the SEC Reports. 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 is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

For purposes of this Agreement, all accounting terms not otherwise defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time; provided that, notwithstanding any other provision contained herein, all accounting terms and all financial data shall be construed without giving effect to any change in GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case, if such change would require treating any lease (or similar arrangement conveying the right to use) as a Capital Lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.

Changes in Agreement Accounting Principles. If at any time any change in Agreement Accounting Principles would affect the computation of any financial ratio or requirement set forth in this Agreement, and either the Obligors or the Required [[Subsidiary Guarantors:Organization]] shall so request, representatives of the [[Subsidiary Guarantors:Organization]] of the Notes designated by the Required [[Subsidiary Guarantors:Organization]] at such time and the Obligors shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in Agreement Accounting Principles (subject to the approval of the Required [[Subsidiary Guarantors:Organization]]); provided that, until so amended, # such ratio or requirement shall continue to be computed in accordance with Agreement Accounting Principles prior to such change therein, and # the Obligors shall provide to the [[Subsidiary Guarantors:Organization]] of the Notes that are Institutional Investors financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in Agreement Accounting Principles.

No Borrower will, and no Borrower will permit any of the other Loan Parties to change its fiscal year from the twelve-month period beginning January 1 and ending December 31 or make any material change # in accounting treatment and reporting practices except as required by GAAP or # in tax reporting treatment except as required by law, or with the consent of [[Organization B:Organization]].

Financial Statements and Accounting Records. Financial statements for Ai-nova Acquisition Corp, including, without limitation, a balance sheet, income statement, statement of cash flows and statement of shareholders’ equity, shall be submitted by AI-NOVA to each of the Parties # within 60 days after the end of the quarter of each fiscal year for such quarterly period, and # within 45 days after the end of each fiscal year for such year. Each of the annual financial statements shall be audited and certified by a reputable accounting firm retained by Ai-nova Acquisition Corp, selected by Avant Technologies. All financial statements shall be prepared in accordance with generally accepted accounting principles in the United States and in reasonable detail and shall contain such financial data as Avant may deem necessary in order to keep the Parties advised of Ai-nova Acquisition Corp’s financial status (although such statements need not include footnotes and may be subject to year-end adjustments). Ai-nova Acquisition Corp shall, at Avant’s request, provide with such financial information as Avant may reasonably deem necessary for purposes of complying with its periodic reporting obligations under U.S. securities law and shall cooperate with Avant in connection therewith, including in the preparation of quarterly financial statements if required by Avant Technologies; provided, that Company shall bear any costs incurred in preparing or providing such information, including, without limitation, in preparing additional financial statements and reconciling Ai-nova Acquisition Corp’s financial statements with U.S. generally accepted accounting principles for such purposes.

make any change in any method of accounting or accounting practice except as required # by reason of a concurrent change in law, SEC guidelines or GAAP, or # by reason of a change in WESTERN’s method of accounting practices that, due to law, SEC guidelines or requirements, or GAAP, requires a change in any method of accounting or accounting practice; or

“FASB ASC”: the Accounting Standards certification of the Financial Accounting Standards

"Accounting Principles" means generally accepted accounting principles in the UK, including IFRS.