No representation or warranty by HCM contained in this Agreement, and no statement contained in the HCM Disclosure Schedule or any other document, certificate or other instrument delivered or to be delivered by or on behalf of HCM 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.