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. 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 required to be delivered in connection herewith or therewith shall be incorrect in any material respect when made or deemed made and, to the extent such representation, warranty, certification or statement of fact is capable of being cured, is not cured within thirty (30) days of being made or deemed made; or (e) Cross-Default. Any Loan Party or any Restricted Subsidiary # fails to make any payment beyond the applicable grace period (including after giving effect to any extension thereof or waiver with respect to the failure to make such payment) with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder or any Permitted Securitization Indebtedness) having an aggregate principal amount of not less than the Threshold Amount, or # fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) of such Indebtedness to cause, with the giving of notice if required, such Indebtedness in an amount in excess of the Threshold Amount to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this [clause (e)](B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or (f) Insolvency Proceedings, Etc. Any Loan Party or any Restricted Subsidiary, other than any Securitization Issuer Entity, institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or