Representations. All Representations shall be true as of the Closing and all such representations shall survive the Closing.

Representations by Enzo: Enzo hereby represents and warrants that: # as of the Effective Date, Enzo and/or its Affiliates own the Licensed Enzo Patent Rights, with all substantive rights in and to same, including the exclusive right to grant the license, collect royalties, collect past, present and future damages, grant the releases and covenants with respect to the Licensed Enzo Patent Rights set forth herein, and enforce those rights with legal standing; # as of the Effective Date, it has not assigned or otherwise transferred to any other Person any rights to the Licensed Enzo Patent Rights that would prevent Enzo from conveying the rights, releases and covenants set forth herein; # there are no liens or other encumbrances on the Licensed Enzo Patent Rights that would prevent Enzo from entering into this Agreement; # Enzo’s execution of this Agreement and the performance of Enzo’s obligations hereunder will not violate any agreement, whether oral or written, to which Enzo or its Affiliates is a party; # neither Enzo nor any of its Affiliates has granted, nor will grant, any licenses or other rights, under the Licensed Enzo Patent Rights, that would conflict with or prevent the rights granted to [[Party:Organization]] and its Affiliates; and # the person executing this Agreement on behalf of Enzo has the full right and authority to enter into this Agreement on Enzo’s behalf. Notwithstanding the foregoing, if any of Enzo’s patents are found invalid, this shall not cause a breach of the foregoing representation regarding Enzo or its Affiliates’ right to grant the license, release, or other rights provided herein.

The representations set out in this Clause are made by the Borrower to each Finance Party.

Tenant hereby makes the following representations and warranties to Landlord:

No Representations by Agent or Lenders. The Borrower for itself and each other Loan Party hereby acknowledges that it has not relied on any representation, written or oral, express or implied, by the Agent or any Lender, other than those expressly contained herein, in entering into this Amendment.

No Survival of Representations and Warranties. The representations and warranties of the parties set forth in Article III and Article IV hereof shall not survive the Closing and shall be of no further force and effect following the Closing.

Purchaser acknowledges and agrees that, except as expressly set forth in [Article IV] and the certificate to be delivered on behalf of the Company pursuant to [Section 8.2(a)], the Company makes no representation or warranty, express or implied, relating to the Company or its Subsidiaries, itself, or any of their respective businesses, operations, assets, liabilities, conditions or prospects or the Transaction, including with respect to merchantability, fitness for any particular or ordinary purpose, or as to the accuracy or completeness of any information regarding any of the foregoing, or as to any other matter, notwithstanding the delivery or disclosure to Purchaser, Merger Sub or any of their Affiliates or representatives of any documents, opinions, projections, forecasts, statements, memoranda, presentations, advice or information (whether communicated orally or in writing), and any such other promises, representations or warranties, or liability or responsibility therefor, are hereby expressly disclaimed.

Section # Inspection; No Other Representations

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No Additional Warranties or Representations

Disclaimer. Unum makes no representations or warranties except as set forth in this Article 13 concerning the Unum Background Technology, and SGI makes no representations or warranties except as set forth in this Article 13 concerning the SGI Background Technology.