definiens: ( as such term is defined in Rule 13a-15(e ) under the Exchange Act ) that are designed toensure that information required to be disclosed by the Company in the reports that it files or submits under theExchange Act is recorded, summarized and reported within the timeframes specified by the SEC ’s rules and forms(and such disclosure 12controls and procedures are effective ) and has disclosed, based on its most recent evaluation of its system of internalcontrol over financial reporting prior to the Effective Date, to the Company ’s independent registered accountant andthe audit committee of the Board of Directors ( A ) any significant deficiencies and material weaknesses in the designor operation of its internal control over financial reporting ( as defined in Rule 13a-15(f ) of the Exchange Act ) and(B ) any fraud that involves management or other employees who have a significant role in the Company ’s internalcontrol over financial reporting