No representation or warranty made (x) to the best of Borrower’s knowledge, by the Accutronics Seller under the Accutronics Acquisition Documents or (y) by any Credit Party in this Agreement, any Other Document, or in any financial statement, report, certificate or any other document furnished in connection herewith or therewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not materially misleading. There is no fact known to any Credit Party or which reasonably should be known to such Credit Party which such Credit Party has not disclosed to Lender in writing with respect to the transactions contemplated by this Agreement or the Accutronics Acquisition Documents which could reasonably be expected to have a Material Adverse Effect.