definiens: means the actual knowled ge of the Chief Executive Officer and the Vice President, Finance of the Company . The Company has implemented and maintains disclosure controls and procedures ( as required by Rule 13a-15(a ) of th e Exchange Act ) that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the timeframes specified by the Commission ’s rules and forms ( and such disclosure c ontrols and procedures are effective ), and has disclosed, based on its most recent evaluation of i ts system of internal control over financial report ing prior to the date of this Agreement, to the Company ’s outside auditors and the audit committee of the Board of Directors ( i ) any significant deficiencies and material weaknesses known to it in the design or operation of its internal control over financial re porting ( as defined in Rule 13a-15(f ) of the Exchan ge Act ) that would reasonably be expected to adversely affect the Company ’s ability to record, process, summarize and report financial information and ( ii ) any fraud known to it, that involves management or other employees who have a significant role in t he Company ’s internal control over financial reporting