No representation or warranty by the HCM Managing Member contained in this Agreement or any other document, certificate or other instrument delivered or to be delivered by or on behalf of the HCM Managing Member pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.