No representations, warranties, assurances or statements by Seller in this Agreement and no statement contained in any document, certificates or other writings furnished or to be furnished by Seller to Purchaser or any of its representatives contains or will contain any untrue statement of material fact, or omits or will omit to state any fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading. Seller shall promptly notify Purchaser in writing of any event or condition known to Seller which occurs prior to Closing and which causes a material change in the facts relating to, or the truth of, any of the representations and warranties listed above. Any notification given shall not have any effect for purposes of determining satisfaction of any closing condition and shall be disregarded for purposes of determining the obligations of Seller and Purchaser’s exercise of remedies hereunder.