There are no materially misleading misstatements in any of the representations and warranties made by Seller in this Agreement, the Exhibits or Schedules to this Agreement, or any certificates delivered by Seller pursuant to this Agreement and Seller has not omitted to state any fact necessary to make statements made herein or therein not materially misleading.

Accuracy. No representation, warranty, covenant or statement by the representations and warranties made by SellerBuyer in this Agreement, including the Schedules and Exhibits attached hereto and the certificates furnished or Schedules to this Agreement,be furnished to the Sellers pursuant hereto, contains or will contain any certificates delivered by Seller pursuant to this Agreement and Seller has not omitteduntrue statement of a material fact, or omits or will omit to state anya material fact required to be stated herein or therein or necessary to make the statements madecontained herein or therein in light of the circumstances under which they were made, not false or materially misleading.

No Misrepresentations. None of the information contained in any of the representations and warranties made byof the Seller set forth in this Agreement, the ExhibitsAgreement contains any untrue statement of a material fact or Schedules to this Agreement, or any certificates delivered by Seller pursuant to this Agreement and Seller has not omittedomits to state anya material fact necessary to make the statements madecontained herein or therein not materially misleading.