None of the representations and warranties made by the Seller nor any statement made in any schedule, exhibit, certificate or other document furnished to Purchaser as stated or provided for in this Agreement, contains, or win contain, any untrue statement of a material fact, or omits, or will omit, to state any material fact necessary in order to make the statements contained herein not misleading. All representations and warranties of the Seller contained herein shall be true on and as of the Execution Date and the Closing Date, with the same effect as if made on and as of the Closing Date. There are no facts which have not been disclosed which will materially affect the consummation of this Agreement and the Ancillary Agreements.