No representation or warranty of the Company or any Seller in this Agreement or any other Transaction Document, nor any statement or certificate furnished or to be furnished to Buyer in connection with the transactions contemplated by this Agreement or any other Transaction Document, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. None of the Company, any Seller or any of their respective officers, directors, shareholders, managers or executive employees is aware of any facts pertaining to the Company or its business which has had or would reasonably be expected to have a Material Adverse Effect and which have not been disclosed in this Agreement (including the Disclosure Schedules).