Disclosure. Seller 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 provisions of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein or therein not misleading.

Disclosure. Seller 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 Company or any Seller contained in this Agreement or any other agreements and instrument referredTransaction Document, nor any statement or certificate furnished or to in this Agreement, and no statement contained in any certificate, schedule, list or other writingbe furnished to Buyer pursuant toin connection with the provisions oftransactions contemplated by this Agreement or any other Transaction Document, contains or will contain any untrue statement of a material factfact, or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. None of the Company, any Seller or any of their respective officers, directors, shareholders, managers or executive employees is aware of any facts pertaining to the Company or its business which has had or would reasonably be expected to have a Material Adverse Effect and which have not been disclosed in this Agreement (including the Disclosure Schedules).

Section # Disclosure. Seller warrants that it has disclosed to Buyer in this Agreement all material facts related to the transactions contemplated by this Agreement. No representation or warrantyNone of the representations or warranties of Seller contained in this Agreement or other agreementsany Transaction Document and instrument referred to in this Agreement, and no statementnone of the information contained in any certificate, schedule, listcertificate, or other writing furnished to Buyerdocument delivered by or on behalf of Seller pursuant tohereto or thereto or in connection with the provisions of this Agreementtransactions contemplated hereby or thereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein or therein not misleading.

Disclosure. Seller warrants that it has disclosedWith respect to Buyer inthe Buyer, 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(including its exhibits 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 provisions of this Agreement containsschedules) does not contain any untrue statement of a material fact or omitsomit to state aany material fact necessary in order to make the statements contained herein or thereinand therein, in light of the circumstances under which such statements were made, not misleading.

Disclosure. Seller 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 Sellerin this Article 4, and no statement contained elsewhere in this Agreement or other agreements and instrument referred to in this Agreement, and no statement contained in any certificate, schedule, listexhibit, certificate or other writingdocument furnished or to be furnished by Buyer to Seller pursuant tohereto or in connection with the provisions oftransactions contemplated under this Agreement contains any untrue statement of a material fact or omits or will omit to state a material fact or any fact necessary in order to make the statements herein orcontained therein not materially misleading.

Disclosure. Seller 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 Sellerin this Article 4, and no statement contained elsewhere in this Agreement or other agreements and instrument referred to in this Agreement, and no statement contained in any certificate, schedule, listexhibit, certificate or other writingdocument furnished or to be furnished by Buyer to Sellers pursuant tohereto or in connection with the provisions oftransactions contemplated under this Agreement contains any untrue statement of a material fact or omits or will omit to state a material fact or any fact necessary in order to make the statements herein orcontained therein not materially misleading.

Disclosure. With respect to the Seller warrants that it has disclosed to Buyer inand the Assets and Assumed Contracts, 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(including its exhibits 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 provisions of this Agreement containsschedules) does not contain any untrue statement of a material fact or omitsomit to state aany material fact necessary in order to make the statements contained herein or thereinand therein, in light of the circumstances under which such statements were made, not misleading.

Disclosure. Seller warrants that it has disclosed to Buyer in this Agreement all material facts related to the transactions contemplated by this Agreement. No representationThe representations and warranties made or warranty of the Seller contained in this AgreementAgreement, the schedules and exhibits hereto, and the certificates and statements executed or other agreements and instrument referred todelivered in this Agreement, and no statement contained in any certificate, schedule, list or other writing furnished to Buyer pursuant to the provisions of this Agreement containsconnection herewith, when taken together, do not contain any untrue statement of a material fact or omitsand 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 statements hereincircumstances in which they were made or thereindelivered. 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 misleading.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. Seller warrants that it has disclosed to Buyer in this Agreement all material facts related toAccuracy and Completeness of Representations and Warranties. To the transactions contemplated by this Agreement. NoKnowledge of the Seller, no representation or warranty ofmade by the Seller contained in this Agreement or other agreements and instrument referred to in this Agreement, and no statementtaken as a whole (and including any information contained in any certificate, schedule, list or other writing furnished to Buyer pursuant toon the provisions of this AgreementDisclosure Schedules), contains any untrue statement of a material factfact, or omits to state a material fact necessary in order to make the statements contained herein or thereintherein, in light of the circumstances under which they were made, not misleading.

Full Disclosure. Seller 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 containedto the Purchaser 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 provisions of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements hereinherein, in light of the circumstances in which they were made, not misleading. There is no fact known to the Seller that has specific application to the assets or thereinthe Company that materially adversely affects or, as far as can be reasonably foreseen, materially threatens the assets that has not misleading.been set forth in this Agreement.