definiens: ( as defined in Rules 13a-15(e ) and 15d-15(e ) under the Exchange A ct ) required in order for the Principal Executive Offic er and Principal Financial Officer of the Company t o engage in the review and evaluation process mandated by the E xchange Act, and is in compliance with such disclos ure controls and procedures in all material respects . T he Company maintains a system of internal control o ver financial reporting sufficient to provide reasonable assuranc e that ( a ) transactions are executed in accordance with management ’s general or specific authorizations ; an d ( b ) transactions are 12 recorded as necessary to permit preparation of fina ncial statements in conformity with generally accep ted accounting principles in the United States as found in the Accounting Standards Codification of the Fi nancial Accounting Standards Board . The Company has disclos ed, based on its most recent evaluation prior to th e date hereof, to the Company ’s auditors and the audit com mittee of the Company ’s Board of Directors ( x ) any material weaknesses in its internal control over financial r eporting and ( y ) any allegation of fraud that invol ves management of the Company or any other employees of the Compan y who have a significant role in the Company ’s inte rnal control over financial reporting or disclosure cont rols and procedures . Each of the Principal Executiv e Officer and the Principal Financial Officer of the Company ( or each former Principal Executive Officer of the Comp any and each former Principal Financial Officer of the Comp any, as applicable ) has made all certifications req uired by Sections 302 and 906 of the Sarbanes - Oxley Act of 2 002 with respect to all reports, schedules, forms, statements and other documents required to be filed by the Com pany with the SEC