definiens: ( as defined in Rules 13a-15(e ) and 15d-15(e ) promulgated under the Exchange Act ) that are reasonably designed to ensure that materialinformation ( both financial and non - financial ) relating to the Company and its subsidiaries required to be disclosed bythe Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized andreported within the time periods specified in the rules and forms of the SEC, and that such information is accumulatedand communicated to the Company ’s principal executive officer and principal financial officer, or persons performingsimilar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certificationsof the principal executive officer and the principal financial officer of the Company required by Section 302 of theSarbanes - Oxley Act of 2002 ( ) with respect to such reports . For purposes of this Agreement, and shall have the meanings given to such terms in SOX