Mutual Representations and Warranties. Each of Axsome and Licensee hereby represents and warrants to the other Party that:

Mutual Representations and Warranties. Each of the Parties hereby represents and warrants to the other Party as of the Termination Agreement Effective Date that: # it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and it has all requisite power and authority, corporate or otherwise, to execute, deliver, and perform this Agreement; # this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency or other Applicable Law of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance, and general principles of equity (whether enforceability is considered a proceeding at law or equity), # the execution, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination or award of any court or governmental body, or administrative or other agency presently in effect applicable to such Party, # it is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements, and # neither Party is under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder.

Mutual Representations and Warranties. Each Party hereby represents and warrants as of the Effective Date, and covenants (as applicable) to the other Party as follows:

Mutual Representations and Warranties. Arcus and WuXi each represents and warrants to the other as of the Effective Date:

Mutual Representations and Warranties. Biose hereby makes the following representations and warranties to Evelo, and Evelo hereby makes the following representations and warranties to Biose.

Each Party represents and warrants the following: # the Party’s execution, delivery and performance of this Agreement # have been authorized by all necessary corporate action, # do not violate the terms of any law, regulation, or court order to which such Party is subject or the terms of any material agreement to which the Party or any of its assets may be subject and # are not subject to the consent or approval of any third party; # this Agreement is the valid and binding obligation of the representing Party, enforceable against such Party in accordance with its terms; and # such Party is not subject to any pending or threatened litigation or governmental action which could interfere with such Party’s performance of its obligations hereunder.

The representations of the Buyer contained in Section 6 of this Agreement shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.

Representations and Warranties. Both immediately prior to the Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by [[Organization C:Organization]] in [Section 10] of this Agreement, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

Representations and Warranties. (i) The representations and warranties of Sellers set forth in Section 2.1, Section 2.2, Section 2.3, [Section 2.4(i)] and [Section 2.17] shall be true and correct (other than in 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), # the representation and warranty of Sellers set forth in [Section 2.6(b)] shall be true and correct as of the Closing, as if made at and as of the Closing and # each of the other representations and warranties of Sellers contained in Article II (disregarding all qualifications as to materiality or 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 (iii), 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 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