Tenant Representation and Warranty. Tenant hereby represents and warrants to Landlord that # neither Tenant nor any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any time to take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant of such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question, and # Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority). If this representation and warranty is not true as of the date of this lease, Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion.

Representation or Warranty. Any representation or warranty by the Company made or deemed made herein, in any Loan Document, or which is contained in any certificate, document or financial or other statement by the Company, or its Responsible Officers, furnished at any time under this Agreement, or in or under any Loan Document, shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

Representation or Warranty. Any representation or warranty made by or on behalf of [[Organization A:Organization]] to the [[Organization B:Organization]] or the Agent under or in connection with this Agreement or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made.

Representation and Warranty. Executive represents and warrants to the Company that he is not subject to any non-competition provision of any other agreement or obligation restricting his ability fully to act hereunder. Executive hereby indemnifies and holds the Company harmless against any losses, claims, expenses (including attorneys’ fees), damages or liabilities incurred by the Company as a result of a breach of the foregoing representation and warranty.

The Company makes no representation or warranty as to the future market value of any Shares or Optioned Shares.

Representation and Warranty Insurance. The Buyer intends to bind a buy-side representation and warranty insurance policy for the benefit of the Buyer Indemnified Parties, against the inaccuracies in or breach of the warranties and representations made by the Sellers (the “Representation and Warranty Insurance Policy”). The cost of the Representation and Warranty Insurance Policy (including all premiums and excess lines taxes payable in connection therewith and any fees or expenses incurred by any insurance broker or underwriting insurance company in connection therewith) shall be borne by the Buyer. The Buyer shall use commercially reasonable efforts to cause any Representation and Warranty Insurance Policy to contain a waiver of subrogation clause pursuant to which the insurer expressly waives any subrogation rights or any other claims against the Sellers (or any Affiliate thereof) in connection with any claim made by any Buyer Indemnified Party thereunder (except to the extent that a written statement or other admission under oath or guilty plea or plea of no contest by the Sellers, or a finding of fact, judgment or other ruling in any proceeding, establishes that the Sellers committed Fraud (subject to the following proviso, below) with respect to the warranties and representations contained herein or in the Seller Closing Certificate), and the Buyer shall not, without the prior written consent of Sellers, waive of any such subrogation clause or amend, modify or delete of any such subrogation clause in any manner that is adverse to Sellers; provided, that for purposes only of the subrogation provisions in the Representation and Warranty Insurance Policy (including any subrogation claim against Sellers in respect of Fraud that is brought by the insurers under the Representation and Warranty Insurance Policy), the phrase in the definition of “Fraud” herein that states “any person identified in the definition of ‘Knowledge of the Sellers’ or ‘Knowledge of the Buyer’, as applicable, had actual knowledge” shall be replaced with “any Seller or any Buyer, as applicable, had actual knowledge.” The coverages provided under the Representation and Warranty Insurance Policy have been made at the sole election, determination and discretion of the Buyer on its behalf and on behalf of the Buyer Indemnified Parties, at their own risk, and the Seller shall have no obligation or liability with respect thereto, including with respect to any adequacy of coverage.

No Representation or Warranty by Law Firm. Each Party specifically recognizes that the other Party has made no representation or warranty whatsoever regarding the probable outcome of the Lawsuit and has in no way guaranteed the result or outcome of nor any recovery from the settlement or trial of theLawsuit.

No Violation. Tenant hereby warrants and represents that neither its execution of nor performance under this Lease shall cause Tenant to be in violation of any agreement, instrument, contract, law, rule or regulation by which Tenant is bound, and Tenant shall protect, defend, indemnify and hold Landlord harmless against any claims, demands, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and costs, arising from Tenant's breach of this warranty and representation.

Survival. Each covenant, agreement, representation, warranty and indemnification made by Tenant set forth in this Section 5.3 shall survive the expiration or earlier termination of this Lease and shall remain effective until all of Tenant’s obligations under this Section 5.3 have been completely performed and satisfied.

No Broker. Landlord and Tenant represents and warrants to the other that it dealt with no agent or broker in bringing about or procuring this Agreement. Each of Landlord and Tenant hereby indemnifies and holds the other harmless from any and all claims, demands, suits, judgments and costs, including reasonable attorneys’ fees, which may arise out of the failure of this representation and warranty by such party.