definiens: ( as defined in Rules 13a-15(e ) and 15d-15(e ) of theExchange Act ) to ensure that material information required to be disclosed by Parent in the reports that it files or submitsunder the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC ’s rulesand forms and is accumulated and communicated to Parent ’s management as appropriate to allow timely decisions regardingrequired disclosure, and ( ii ) to the Knowledge of Parent, has disclosed, based on its most recent evaluation of such disclosurecontrols and procedures before the date hereof, to Parent ’s auditors and the audit committee of the Board of Directors of Parent(A ) any and in the design or operation of internal controls over financialreporting that are reasonably likely to adversely affect in any material respect Parent ’s ability to record, process, summarizeand report financial information and ( B ) any fraud, whether or not material, that involves management or other employeeswho have a significant role in Parent ’s internal controls over financial reporting