Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

Company Representations and Warranties. The Company represents and

“Acquisition Representations” means the representations and warranties made by or with respect to the Target in the Acquisition Agreement (but only to the extent that the breach of such representations and warranties would permit the Borrower or its applicable Subsidiary to terminate its obligations under the Acquisition Agreement or to decline to close the Acquisition as a result of the breach of such representations and warranties in the Acquisition Agreement).

No Knowledge of Farmor’s Breach. Farmee has no knowledge of any undisclosed breach of Farmor’s representations and warranties hereunder.

a breach by Allergan of its obligations, representations or warranties under this Agreement;

a breach by UroGen of its obligations, representations or warranties under this Agreement;

upon the material breach by the Support Party of any of the undertakings, representations, warranties or covenants of the Support Party set forth in this Agreement, which breach remains uncured for a period of five business days after the receipt of written notice of such breach from the Company unless waived by the Company; or

any Breach of any representations or warranties made by the Purchaser contained in this Agreement;

a breach by Neuren of any of its warranties or representations contained within this Agreement;

Relating to a breach of any of the representations and warranties in Section 8.1; or

Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, or as set forth in the SEC Reports, the Company hereby makes the following representations and warranties to the Purchaser:

Representations and Warranties of the Company. The Company hereby represents and warrants to the Lenders on the Amendment Effective Date as follows: