definiens: means the actual knowledgeafter due inquiry of the Chief Executive Officer ; the Chief Operating Officer ; the Vice President, Finance ; and the AssistantComptroller, and shall not have the meaning ascribed thereto in Section 9.3(f ) . The Company has implemented and maintainsdisclosure controls and procedures ( as required by Rule 13a-15(a ) of the Exchange Act ) that are designed to ensure thatinformation 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 time frames specified by the SEC ’s rules and forms ( and such disclosurecontrols and procedures are effective ), and ( ii ) has disclosed, based on its most recent evaluation of its system of internalcontrol over financial reporting prior to the date of this Agreement, to the Company ’s outside auditors and the auditcommittee of the Company ’s Board of Directors ( A ) any significant deficiencies and material weaknesses, to the knowledge ofthe Company, in the design or operation of its internal control over financial reporting ( as defined in Rule 13a-15(f ) of theExchange Act ) that would reasonably be expected to adversely affect the Company ’s ability to record, process, summarize andreport financial information and ( B ) any fraud, to the knowledge of the Company, that involves management or otheremployees who have a significant role in the Company ’s internal controls over financial reporting . Prior to the date hereof, atrue, correct and complete summary of any such disclosures made by management to the Company ’s auditors and the auditcommittee of the Company ’s Board of Directors has been provided to Parent and is set forth as Section 4.7(c ) of the CompanyDisclosure Schedule