Additional Representations and Warranties of Licensor. Licensor represents and warrants to the Commercializing Party that, as of the Effective Date: # it has the right to grant the rights and licenses granted to Commercializing Party hereunder, and it has not granted, and is not under any obligation to grant, to any Third Party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Protocol, the Kaufmann Name and the Kauffman Intellectual Property, including any Improvements, that conflicts with the rights and licenses granted to Commercializing Party hereunder; and # there is no settled, pending, or, to Licensor’s knowledge, threatened litigation, claim, or proceeding alleging # that the Licensed Protocol, the Kaufmann Name and the Kauffman Intellectual Property is invalid or unenforceable; # to the Licensor’s knowledge, that the practice of the Licensed Protocol or the Kauffman Intellectual Property or the Commercialization of any Product does infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any Third Party; or # any product liability claim involving any Product;

6.1Right to Grant License. Licensor represents and warrants that Licensor has the right and authority to grant the licenses granted to Licensee in this Agreement and that this Agreement and the licenses granted in this Agreement do not and will not conflict with the terms of any agreement to which Licensor is a party.

Additional Allena Representations and Warranties. Allena represents and warrants to Althea as follows:

Seller Additional Representations and Warranties. In addition to its ownership representations and warranties set forth in Section 3.1 above, Seller represents as follows:

ADDITIONAL REPRESENTATIONS. Executive Releasor further represents and warrants that Executive Releasor has not filed any civil action, suit, arbitration, administrative charge, or legal proceeding against any Employer Releasees nor, has Executive Releasor assigned, pledged, or hypothecated as of the Effective Date any Claim to any person and no other person has an interest in the Claims that he is releasing.

Additional Representations. Each Party represents and warrants to the other Party and the ARS Releasees or Recordati Releasees, as applicable, as of the Termination Agreement Effective Date that # it has all requisite legal capacity to grant the rights and releases set forth in Section 6 (Mutual Release of Claims) on behalf of itself and its respective ARS Releasors or Recordati Releasors, as applicable and # neither it nor any of the other ARS Releasors or Recordati Releasors, as applicable, have assigned, transferred or granted to any Person that is not a ARS Releasors or Recordati Releasors, as applicable, any Action or Liability intended to be covered or released pursuant to Section 6 (Mutual Release of Claims).

The Employee represents and warrants that he is under no contractual or other obligation that would prevent him from accepting the Employer’s offer of employment as set forth herein.

Additional Representations and Warranties (§2)

Additional Representations and Warranties of UroGen. UroGen further represents and warrants to Allergan, as of the Effective Date:

Representations and Warranties. All of the representations and warranties of the Seller Parties set forth in this Agreement and in any certificate delivered by the Sellers or the Company shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for # those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and # any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company or any Seller.

Representations and Warranties. Each representation and warranty contained in the Loan Documents is hereby reaffirmed as of the date hereof. The Borrowers hereby represent, warrant and certify to Lenders that no Event of Default or any condition or event that, with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing under any of the Loan Documents or the Loan, and that Borrowers have no offsets or claims against any Lender arising under, related to, or connected with the Loan, the Credit Agreement or any of the other Loan Documents.

Sinclair Representations & Warranties. The representations and warranties of Sinclair contained in [Article 3] of this Agreement shall be true and correct in all material respects (without duplication of any limitation as to “materiality” set forth therein), at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date).

Emmis Representations & Warranties. The representations and warranties of Emmis contained in Article 2 of this Agreement shall be true and correct in all material respects (without duplication of any limitation as to “materiality” set forth therein), at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date).

Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Agent and Lenders that:

Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be # with respect to any representation, warranty, certification or statement of fact that contain a materiality qualifier, incorrect or misleading when made or deemed made or # with respect to any representation, warranty, certification or statement of fact that does not contain a materiality qualifier, incorrect or misleading in any material respect when made or deemed made; or

Representations and Warranties. (a) The Company represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time (as defined below) referred to in Section 1(a)(i) hereof, as of the Closing Date (as defined below) referred to in [Section 2(a)] hereof and, if applicable, as of each Date of Delivery (as defined below) referred to in [Section 2(b)] hereof, and agrees with each Underwriter, as follows:

Representations and Warranties. You represent that you are not bound by any employment contract, restrictive covenant or other restriction that may prevent you from entering into employment with, or carrying out your responsibilities for, CarGurus, or that is in any way inconsistent with the terms of this offer letter. Also, we understand that you may have an obligation to your present and/or prior employers to safeguard their confidential information. ​ respects these obligations, and expects you to honor them as well. You should not bring with you to ​, or use in the performance of your responsibilities for ​, any confidential information of any current or former employer.

Representations and Warranties. Each of the Parties hereby represents and warrants to the other Parties that # such Party has all necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, including the termination of the SPA, # the execution, delivery and performance by such Party of this Agreement and the consummation of the transactions contemplated hereby, including the termination of the SPA, have been duly and validly authorized by all necessary action on the part of such Party and no other proceedings on the part of such Party are necessary to authorize the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, including the termination of the SPA, and # this Agreement has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement by each of the other Parties, constitutes a valid, legal and binding agreement of such Party, enforceable against such Party in accordance with its terms, subject to the Enforceability Exceptions.

Representations and Warranties. Each Borrower hereby represents and warrants to the Administrative Agent that the execution, delivery and performance by such Borrower of this Amendment is within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene, or constitute a default under, any provision of applicable law or regulation or of such Borrower’s certificate of incorporation or by-laws or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Borrower.