REPRESENTATIONS AND WARRANTIES OF ALBIREO. Albireo represents and warrants to Company as of the Original Agreement Date as follows (it being understood that each representation and warranty contained in this Article 2 is subject to: (a) the exceptions and disclosures set forth in the part or subpart of the Albireo Disclosure Schedule corresponding to the particular Section or subsection in this Article 2 in which such representation and warranty appears; (b) any exceptions or disclosures explicitly cross-referenced in such part or subpart of the Albireo Disclosure Schedule by reference to another part or subpart of the Albireo Disclosure Schedule; and (c) any exception or disclosure set forth in any other part or subpart of the Albireo Disclosure Schedule to the extent it is reasonably apparent from the wording of such exception or disclosure that such exception or disclosure qualifies such representation and warranty):
REPRESENTATIONS AND WARRANTIES OF ALBIREO. 2.1 Organization and Qualification; Charter Documents 10 2.2 Capital Structure 11 2.3 Authority; Non-Contravention; Approvals 13 2.4 Albireo Financial Statements; No Undisclosed Liabilities 14 2.5 Absence Of Certain Changes Or Events 15 2.6 Taxes 15 2.7 Intellectual Property 17 2.8 Compliance with Legal Requirements 20 2.9 Legal Proceedings; Orders 22 2.10 Brokers’ and Finders’ Fees 23 2.11 Employee Benefit Plans 23 2.12 Title to Assets 25 2.13 Environmental Matters 25 2.14 Labor Matters 26 2.15 Albireo Contracts 27 2.16 Books And Records 28 2.17 Insurance 28 2.18 Suppliers; Effect Of Transaction 28 2.19 Government Contracts 29 2.20 Interested Party Transactions 29 2.21 Disclosure; Company Information 29 2.22 Ownership of Company Capital Stock 29 Article 3 REPRESENTATIONS AND WARRANTIES OF COMPANY 3.1 Organization and Qualification; Charter Documents 30 3.2 Capital Structure 31 3.3 Authority; Non-Contravention; Approvals 32
