definiens: means the actual knowledge of the Chief ExecutiveOfficer and the Chief Financial Officer of the Company . The Company has implemented and maintains disclosurecontrols and procedures ( to the extent required by Rule 13a-15(a ) of the Exchange Act ) that are designed to ensurethat information required to be disclosed by the Company in the reports it files or submits under the Exchange Act isrecorded, processed, summarized and reported within the timeframes specified by the SEC ’s rules and forms ( andsuch disclosure controls and procedures are effective ), and has disclosed, based on its most recent evaluation of itssystem of internal control over financial reporting prior to the date of this Agreement, to the Company ’s outsideauditors and the audit committee of the Company Board ( i ) any significant deficiencies and material weaknessesknown to it 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 and report financial information and ( ii ) any fraud known to it, that involves management or otheremployees who have a significant role in the Company ’s internal control over financial reporting