definiens: ( as defined in Rule 13a-15 under the Exchange Act ), whi ch is designed to provide reasonable assurance rega rding the reliability of financial reporting and the prep aration of financial statements for external purpos es in accordance with GAAP, and includes those policies a nd procedures that : ( i ) pertain to the maintenance of records that in reasonable detail accurately and fa irly reflect the transactions and dispositions of t he assets of the Company ; ( ii ) provide reasonable assurance that tra nsactions are recorded as necessary to permit prepa ration of financial statements in conformity with GAAP and th at receipts and expenditures are being made only in accordance with authorizations of management and th e Board of Directors ; and ( iii ) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on it s financial statements . The Company ’s management ha s 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