definiens: ( as defined in Rule 13a- 15 under the Exchange Act ), which is designed to provide rea sonable assurance regarding the reliability of fina ncial reporting and the preparation of financial statemen ts for external purposes in accordance with GAAP, a nd includes those policies and procedures that : ( i ) pe rtain to the maintenance of records that in reasona ble detail accurately and fairly reflect the transactions and dispositions of the assets of the Acquired Companie s ; ( ii ) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipt s and expenditures are being made only in accordanc e with authorizations of management and the Board of Direc tors ; and ( iii ) provide reasonable assurance regard ing prevention or timely detection of unauthorized acqu isition, use or disposition of the assets of the Ac quired Companies that could have a material effect on its financial statements . The Company ’s management has completed an assessment of the effectiveness of the Company ’s system of internal control over financia l reporting in compliance with the requirements of Se ction 404 of the Sarbanes - Oxley Act for the fiscal year ended December 31, 2019, and, except as set forth i n the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those con trols were effective . To the knowledge of the Compa ny, since January 1, 2020, neither the Company nor the Company ’s independent registered accountant has ide ntified or been made aware of : ( 1 ) any significant deficien cy or material weakness in the design or operation of the internal control over financial reporting utilized by the Company, which is reasonably likely to adver sely affect the Company ’s ability to record, process, summarize and report financial information ; or ( 2 ) any fraud, whether or not material, that involves the management or ot her employees of the Company who have a significant role in the Company ’s internal control over financial repor ting