Accuracy of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the Purchaser and Seller, contained in this Agreement or on any schedule, list, exhibit, certificate or document delivered by the Company or the Seller pursuant to the provisions hereof shall be true in all material respects on the date hereof and as of the date of any sale of the Membership units.

The covenants, representations and warranties of the Purchaser contained in this Section 3.2 and elsewhere in this Agreement, and in any certificate or other material delivered under this Agreement, are accurate and complete in all material respects, do not contain any untrue statement of any material facts or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein and therein not misleading.