definiens: ( as required byRule 13a-15(a ) and defined in Rules 13a-15(f ) and 15d-15(f ) under the Exchange Act ) that is designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for externalpurposes, and, to the Knowledge of the Company, such system of internal control over financial reporting is effective . Forpurposes of this Section 4.6(c ) only, means the actual knowledge of the Chief ExecutiveOfficer and the principal financial officer ( who also serves as the principal accounting officer and the controller ) of theCompany, and will not have the meaning ascribed thereto in Section 9.3(bb ) of the Company Disclosure Schedule . TheCompany has not received ( nor, to the Company ’s Knowledge, have the Company ’s outside auditors received ): ( i ) any oral orwritten notification of ( A ) any and in the design or operation of its internalcontrols over financial reporting or ( B ) any fraud, whether or not material, that involves management or other employees whohave a significant role in the Company ’s internal controls over financial reporting ; or ( ii ) any complaint, allegation, assertionor claim alleging, asserting or claiming that the accounting or auditing practices, procedures, methodologies or methods ofthe Company or any Subsidiary of the Company ( or their respective internal accounting controls ) fail to comply withgenerally accepted accounting principles, generally accepted auditing standards or applicable Law . For purposes of thisAgreement, the terms and shall have the meanings assigned to them by thePublic Company Accounting Oversight Board in Auditing Standard No . 2 . The Company has implemented and maintains ( 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 )