REPRESENTATIONS AND WARRANTIES OF Miragen. 9 2.1 Subsidiaries; Due Organization; Organizational Documents 10 2.2 Authority; Vote Required 10 2.3 Non-Contravention; Consents 11 2.4 Capitalization 12 2.5 Financial Statements 13 2.6 Absence of Changes 14 2.7 Title to Assets 14 2.8 Real Property; Leaseholds 14 2.9 Intellectual Property 14 2.10 Material Contracts 17 2.11 Undisclosed Liabilities 19 2.12 Compliance; Permits; Restrictions 19 2.13 Tax Matters 21 2.14 Employee and Labor Matters; Benefit Plans 23 2.15 Environmental Matters 27 2.16 Insurance 28 Table of Contents (continued) Page
REPRESENTATIONS AND WARRANTIES OF Miragen. Miragen represents and warrants to Signal and Merger Sub as follows, except as set forth in the written disclosure schedule delivered by Miragen to Signal (the “Miragen Disclosure Schedule”) (it being understood that the representations and warranties in this Article 2 are qualified by: (a) any exceptions and disclosures set forth in the section or subsection of the Miragen 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 section or subsection of the Miragen Disclosure Schedule by reference to another section or subsection of the Miragen Disclosure Schedule; and (c) any exceptions or disclosures set forth in any other section or subsection of the Miragen 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). The inclusion of any information in the Miragen Disclosure Schedule shall not be deemed to be an admission or acknowledgement, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would result in an Miragen Material Adverse Effect, or is outside the Ordinary Course of Business.
REPRESENTATIONS AND WARRANTIES OF Miragen. Miragen represents and warrants to the Stockholder that:
