definiens: and shall have the meanings given to such terms in the Sarbanes - Oxley Act . As of the date hereof, noneof the Company, any current executive officer of the Company or, to the Knowledge of the Company, any formerexecutive officer of the Company has received written notice from any Governmental Authority challenging orquestioning the accuracy, completeness, form or manner of filing of such certifications made with respect to theCompany SEC Documents filed prior to the date hereof . Neither the Company nor any of its Subsidiaries hasoutstanding ( nor has arranged or modified since the enactment of the Sarbanes - Oxley Act ) any ( within the meaning of Section 402 of the Sarbanes - Oxley Act ) to directors or executive officers ( as defined in Rule3b-7 under the Exchange Act ) of the Company or any of its Subsidiaries . The Company is otherwise in compliancewith all applicable provisions of the Sarbanes - Oxley Act and the applicable listing and corporate governance rules ofNasdaq, except for any non - compliance that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries