To the knowledge of Seller, neither this Agreement nor any other Transaction Document furnished to Buyer by Seller contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading, and the representation and warranties contained in this Article III are true and correct in all material respects on and as of the Closing Date as though made on that date (except with respect to such representations and warranties that address matters only as of a particular date, which are true and correct as of such particular date).