Disclosure. The representations and warranties made or contained in this Agreement, the schedules and exhibits hereto, and the certificates and statements executed or delivered in connection herewith, when taken together, do not contain any untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary in order to make such representations, warranties, or other material not misleading in light of the circumstances in which they were made or delivered. There is no material fact or information individually or in the aggregate relating to the Proprietary Information, existing as of the date hereof, that has not been expressly disclosed to Purchaser by Seller and which: # is reasonably necessary to enable Purchaser to decide to enter into the transactions contemplated in this Agreement; or # have or could reasonably be expected to have a material adverse effect on the Proprietary Information. The Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of Seller contained in this Agreement (including, inter alia, any Schedule or Exhibit hereto) or in any certificate made or delivered in connection herewith.

Disclosure. The representations and warranties madeSeller warrants that it has disclosed to Buyer in this Agreement all material facts related to the transactions contemplated by this Agreement. No representation or warranty of the Seller contained in this Agreement or other agreements and instrument referred to in this Agreement, and no statement contained in any certificate, schedule, list or other writing furnished to Buyer pursuant to the schedules and exhibits hereto, and the certificates and statements executed or delivered in connection herewith, when taken together, do not containprovisions of this Agreement contains any untrue statement of a material fact and do not omitor omits to state a material fact required to be stated therein or necessary in order to make such representations, warranties,the statements herein or other materialtherein not misleading in light of the circumstances in which they were made or delivered. There is no material fact or information individually or in the aggregate relating to the Proprietary Information, existing as of the date hereof, that has not been expressly disclosed to Purchaser by Seller and which: # is reasonably necessary to enable Purchaser to decide to enter into the transactions contemplated in this Agreement; or # have or could reasonably be expected to have a material adverse effect on the Proprietary Information. The Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of Seller contained in this Agreement (including, inter alia, any Schedule or Exhibit hereto) or in any certificate made or delivered in connection herewith.misleading.

Disclosure. The representations and warranties madeNo representation or containedwarranty of the Company or any Seller in this Agreement, the schedules and exhibits hereto, and the certificates and statements executedAgreement or deliveredany other Transaction Document, nor any statement or certificate furnished or to be furnished to Buyer in connection herewith, when taken together, do notwith the transactions contemplated by this Agreement or any other Transaction Document, contains or will contain any untrue statement of a material fact and do notfact, or omits or will omit to state a material fact required to be stated therein or necessary in order to make such representations, warranties,the statements contained herein or other materialtherein not misleading in lightmisleading. None of the circumstances in which they were madeCompany, any Seller or delivered. Thereany of their respective officers, directors, shareholders, managers or executive employees is no material fact or information individually or in the aggregate relatingaware of any facts pertaining to the Proprietary Information, existing as of the date hereof, thatCompany or its business which has not been expressly disclosed to Purchaser by Seller and which: # is reasonably necessary to enable Purchaser to decide to enter into the transactions contemplated in this Agreement;had or # have or couldwould reasonably be expected to have a material adverse effect on the Proprietary Information. The PurchaserMaterial Adverse Effect and which have the right to rely fully upon the representations, warranties, covenants and agreements of Seller containednot been disclosed in this Agreement (including, inter alia, any Schedule or Exhibit hereto) or in any certificate made or delivered in connection herewith.(including the Disclosure Schedules).