Arcus Representations and Warranties. Except as set forth in a document separately submitted by Arcus to WuXi in writing on or before the Effective Date setting forth exceptions to the following representations and warranties:

Abmuno Representations and Warranties. Abmuno represents, warrants and covenants to Arcus as of the Effective Date:

Indemnification by WuXi. Subject to Section 8.3, WuXi shall defend, indemnify and hold harmless Arcus and its Affiliates and each of their officers, directors, employees, independent contractors, successors and assigns (collectively, “Arcus Indemnitees”) from and against all Third Party Claims, and pay all associated Losses, arising out of or relating to any material breaches by WuXi of any representations, warranties, or covenants under Section 7.1 or 7.2 of this Agreement, except in each case, to the extent any such Third Party Claims or Losses arise out of or relate to any breaches by any Arcus Indemnitees of this Agreement, including, without limitation, any representations, warranties or covenants thereof, or any gross negligence or willful misconduct of any Arcus Indemnitee(s).

The Employee represents and warrants that he is under no contractual or other obligation that would prevent him from accepting the Employer’s offer of employment as set forth herein.

Indemnification by Arcus. Subject to Section 8.3, Arcus shall defend, indemnify and hold harmless Abmuno and its Affiliates and JN Biosciences, and each of their officers, directors, shareholders, employees, independent contractors, successors and assigns (collectively, “Abmuno Indemnitees”) from and against all Third Party Claims, and pay all associated Losses, arising out of or relating to # any breaches by Arcus of any of its representations or warranties in this Agreement or # the research, Development, manufacture, transfer, use, handling, storage, sale or other disposition of Licensed Products by or on behalf of Arcus or any of its Affiliates, agents and contractors after the Effective Date, including Third Party Claims based on product liability, bodily injury, risk of bodily injury, death or property damage or the failure to comply with Applicable Law, except in the case of (ii), to the extent Abmuno is obligated to defend, indemnify and hold harmless any Arcus Indemnitees pursuant to Section 8.1.

Representations and Warranties. (i) The representations and warranties of Purchaser set forth in Section 3.1 and Section 3.2 shall be true and correct (other than de minimis respects) as of the Closing as if made at and as of the Closing (or, if expressly made as of a specific date, as of such date) and # each of the other representations and warranties of Purchaser contained in Article III (disregarding all qualifications as to materiality or Purchaser Material Adverse Effect contained therein) shall be true and correct as of the Closing as if made at and as of the Closing (or, if expressly made as of a specific date, as of such date), except in the case of this clause (ii), where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Representations and Warranties. Any representation, warranty or certification made or deemed made by or on behalf of the Borrower, the Parent or any other 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

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. The Company represents and warrants to the Holder as follows:

Representations and Warranties. After giving effect to this Amendment, the Forbearance Agreement, the ABL Forbearance Agreement and, on the Initial First-Out Loan Borrowing Date, the Initial First-Out Loan to be made on such date, the representations and warranties contained in Article IV of the Amended Credit Agreement are true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of each of the Amendment Effective Date and the Initial First-Out Loan Borrowing Date, except to the extent any such representation and warranty relates to an earlier date, in which case such representation and warranty is true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) as of such earlier date; provided that, notwithstanding the foregoing, no representation and warranty is made by any Loan Party under this Section 6(c) with respect to the Excluded Representations. For purposes hereof, “Excluded Representations” means the representations and warranties set forth in Sections 4.06(d), 4.10(a) (insofar as such representation and warranty relates to the absence of the Specified Term Defaults or the Specified ABL Defaults), 4.10(b) (insofar as such representation and warranty relates to the absence of the Specified Term Defaults or the Specified ABL Defaults), 4.10(c) (insofar as such representation and warranty relates to the absence of the Specified ABL Default) and 4.20 of the Amended Credit Agreement.