No representation or warranty by the Company, Mr. Trimble and/or the Three Controlling Shareholders contained in this Agreement, and no statement contained in the any document, schedule, exhibit, certificate or other instrument delivered or to be delivered by or on behalf of the Company or the Three Controlling Shareholders pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omit 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. The “WHEREAS” and “NOW THEREFORE” clauses appearing on pages 1 and 2 of this agreement are hereby expressly incorporated into and made a part of this Agreement as if directly contained in the body of this Agreement and are considered representation, warranties, agreements, acknowledgements and/or covenants of the Company.