No representation or warranty or statement by Seller in this Agreement, including in any exhibit or schedule hereto, or any certificate delivered pursuant to this Agreement, knowingly contains any untrue statement of a material fact or knowingly omits to state a material fact required to be stated therein or necessary to make the statements contained therein not materially misleading. To Seller’s Knowledge, there is no fact relating to the Purchased Assets or the Business that constitutes a Material Adverse Effect on the Business except for facts and information disclosed to Purchaser in writing herein.