There is no fact relating to Acquiring Entity that Acquiring Entity has not disclosed to the Company in writing that materially and adversely affects nor, insofar as Acquiring Entity can now foresee, will materially and adversely affect, the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of Acquiring Entity. No representation or warranty by Acquiring Entity herein and no information disclosed in the schedules or exhibits hereto by Acquiring Entity contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.