Representations and Warranties of Seller as of the Closing Date. If the Option is exercised, it shall be a condition to the obligations of Buyer to be performed hereunder on the Closing Date that, on and as of the Closing Date, each of the following representations and warranties of Seller, if qualified by materiality, shall be true and complete, or, if not so qualified, shall be true and complete in all material respects, except in each case as shall be set forth in a letter (the "Disclosure Letter") from Seller to Buyer dated as of a date after the exercise of the Option and not later than the date 10 days prior to the Closing Date:
