Representations and Warranties. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders that # the Borrowers have the legal power and authority to execute and deliver this Amendment; # the officers executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrowers with respect to the provisions hereof; # the execution and delivery hereof by the Borrowers and the performance and observance by the Borrowers of the provisions hereof do not conflict with, result in a breach in any of the provisions of, constitute a default under, or result in the creation of a Lien (other than Liens permitted under [Section 5.9] of the Credit Agreement) upon any assets or property of any Credit Party under the provisions of, such Company’s Organizational Documents or any material agreement to which such Company is a party; # no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment; # each of the representations and warranties contained in the Loan Documents is true and correct in all material respects (or, as to any representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, true and correct in all respects) as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects (or, as to any representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, true and correct in all respects) as of such earlier date); and # this Amendment constitutes a valid and binding obligation of the Borrowers in every respect, enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles (regardless of, whether enforcement is sought in equity or at law).

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. 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. After giving effect to this BFMA, the representations and warranties set forth in the Existing Documents shall be true and correct (and Borrower so certifies, by its signature below) as of the date hereof.

Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made or any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be incorrect or misleading in any respect after giving effect to such qualification when made or deemed made; or

Representations and Warranties. The representations and warranties made by ​ and Guarantor in the Loan Documents or otherwise made by or on behalf of ​ or Guarantor in connection therewith or after the date thereof shall have been true and correct in all material respects on the date on which made and shall continue to be true and correct in all material respects on the date of the Initial Additional Advance.

Representations and Warranties. Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Borrower to Agent in writing in connection with this Agreement or any of the other Transaction Documents, or as an inducement to Agent or ​ to enter into the Transaction Documents, shall be false or misleading in any material respect when made or furnished; or # Other Payment Obligations. Borrower or any of its Subsidiaries shall # fail to make any payment when due under the terms of any Indebtedness to be paid by such Person (excluding this Agreement and the other Transaction Documents but including any other Indebtedness of Borrower or any of its Subsidiaries to Agent or any Lender) and such failure shall continue beyond any period of grace provided with respect thereto, or # shall default in the observance or performance of any other agreement, term or condition contained in any such Indebtedness, and the effect of such failure or default under [(i) or (ii) above] is to cause, or permit the holder or holders thereof to cause Indebtedness in an aggregate amount of One Hundred Thousand Dollars ($100,000) or more to become due prior to its stated date of maturity; or # Insolvency. Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; or

Representations and Warranties. (i) ​’s representations and warranties made in Section 5.1, Section 5.2, Section 5.4, and Section 5.9 shall be true and correct in all respects as of the date of this Agreement and the Closing Date as though made on such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and # each of ​’s other representations and warranties made in Article V shall be true and correct in all respects (without regard to materiality qualifiers) as of the date of this Agreement and the Closing Date as though made on such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), and except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of ​ to perform its material obligations under this Agreement or to consummate the transactions contemplated hereby;

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. To induce Agent and the Lenders to enter into this Sixth Amendment, each Borrower represents and warrants to Agent and the Lenders that: