definiens: means the actual knowledge of the Chief Executive Officer and th e Chief Financial Officer of the Company . The Company has implemented and maintains disclosure controls and procedures ( as required by Rule 13a -15(a ) of the 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 SEC 's rules and forms ( and such disclosure controls and procedures are effective ), and has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to the Company 's outside auditors and the audit committee of the Company Board, ( a ) any significant deficiencies and material weaknes ses known to it in the design or operation of its internal control over financial reporting ( as defined in Rule 13a -15(f ) of the Exchange Act ) that would reasonably be expected to adversely affect the Company 's ability to record, process, summarize and rep ort financial information and ( b ) any fraud known to it, that involves management or other employees who have a significant role in the Company 's internal control over financial reporting