Annex 10. 13.1 provides a list updated as of the date of this Agreement of the following:
(a) loans, credit lines, overdraft facilities and other credit facilities in force between the Company or the Company’s Subsidiary and their lending banks, including hedging transactions concerning interest rates and currencies;
(b) outstanding financial and operating leasing agreements;
(c) guarantees or other security, letters of patronage, or other guarantee commitments issued by the Company or the Company’s Subsidiary;
(d) any loan made to third parties or guarantees issued in respect of third parties’ obligations by the Company or the Company’s Subsidiary. Except as provided in Annex 10.5, the Company is not in breach with respect to provisions of any outstanding financial and operating leasing agreements that may lead to the exercise by such banks of rights of withdrawal or termination or acceleration.
Annex 10. 17.1 sets forth a list of the real estate assets leased by the Company (the “Real Estate”), which comprises all real estate assets used in the Business of the Company and the Company’s Subsidiary.
Annex 10. 8.1 contains a list of all outstanding guarantees of InterCard and the Subsidiaries in favour of each other and third parties and with a potential liability in excess of DM 10,000 or with a potential aggregate liability in excess of DM 50,000.
Annex 10. 9.1 hereto contains a complete list of all of InterCard's and the Subsidiaries' contracts relating to an obligation or benefit in excess of DM 100,000 at one time or per year (the "Material Contracts").
Annex 10. 6.1 contains a correct and complete list of all of the agreements listed below (together the "Material Agreements") to which the Company is a party and the main obligations have not been completely fulfilled, setting out for each Material Agreement the type of agreement, the parties, date of conclusion, term and any ancillary agreements:
a) the 3 (three) largest suppliers, the 10 (ten) largest customers and the 5 (five) largest distributors/partners of the Company based on the cost or revenues, as applicable, of the past financial year, as well as all those suppliers of the Company for whose goods and services there is no alternative source of supply on comparable terms;
b) agreements for the acquisition, sale, transfer or disposal over equity interests or business units;
c) joint venture, syndicate, shareholder, partnership or other cooperation agreements with third parties;
d) guarantees, sureties, assumptions of debts, security agreements, comfort letters, indemnities or similar instruments granted by the Company for any liabilities of any Seller or any third parties;
e) agreements regarding swaps, options, forward sales or purchases, futures and other financial derivatives;
f) advertising, franchise and marketing agreements with an annual volume exceeding EUR 50,000.00;
g) agreements to sell, transfer, lease or dispose over any assets owned by the Company with a market value exceeding, in each case EUR 50,000.00;
h) consultancy agreements (excluding tax or legal advisors) providing, in each case, for annual payments exceeding EUR 50,000.00;
i) agreements containing restrictions of competition of any kind or obligations to pay contractual penalties exceeding EUR 50,000.00;
j) continuing obligations (Dauerschuldverhältnisse) (except supplier and customer contracts in the ordinary course of business) with an annual volume exceeding EUR 50,000.00 that cannot be terminated by ordinary notice of the Company within 12 months at the latest.
Annex 10. 6.3 contains a true and complete list setting forth (on an anonymous basis) all employees of the Company (including executive employees, trainees, part-time employees and new hires but excluding the Transferred Employees) and the principal terms of their contract as of May 31, 2022 including:
a) Their position/ job title;
b) their current remuneration (including benefits provided or which the Company is bound to provide to them or their dependents, whether now or in the future, details of shift and any other allowances, and any entitlement to performance-related remuneration);
c) the commencement date of each contract;
d) the length of notice necessary to terminate each contract or, if a fixed term, the expiry date of the fixed term and details of any previous renewals;
e) the type of contract (whether full or part-time or other);
f) any country in which the employee works or performs services and/or is paid, if the employee – outside of business travels – works or is paid outside Germany; and
g) the law governing the contract, if agreed in the contract.
Annex 10. 7.2 contains a true and complete list setting forth all Owned Intellectual Property that is subject to a registration or pending application ("Registered Owned Intellectual Property"), in each case, to the extent applicable, indicating the jurisdiction, the application and registration number, filing date, next renewal, the currently registered owner, the legal owner, and any co-owners.
Annex 10. 7.4 contains a true and complete list setting forth the Owned Intellectual Property that is not Registered Owned Intellectual Property ("Unregistered Owned Intellectual Property") and that is material to the Business, namely a general description of use-based trademarks and tradenames for Company’s products or services, software ("Company Software"), and proprietary technical information other than trade secrets in source code of the Company Software, in each case indicating any co-owners.
Annex 10. 7.11 contains a true and complete list setting forth all Intellectual Property owned or controlled by (A) other Seller Group members, and (B) other third parties that is used by the Company in the conduct of the Business and material for the Business up until the Signing Date, including third-party software components but excluding off-the-shelve software ("Licensed Intellectual Property").
Annex 10. Methods and instruments for measuring the noise made by motor vehicles (measurement method B)
