Annex 10 Sample Clauses

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. 11.12 contains a complete and correct description of all works customs (betriebliche Übungen) and general promises (Gesamtzusagen) in the excess of EUR 1,000.00 (in words: Euro one thousand) per Employee per year. There are no guidelines (Richtlinien) applicable to Target.

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. 6.2 contains a list of all lease agreements regarding real property, including ground lease or building lease, providing for an annual rent in the excess of US$ 50,000.

Annex 10. 14.1 sets forth a list of the 10 (in words: ten) largest suppliers and the 10 (in words: ten) largest customers of Target in terms of the aggregate amounts paid to or by Target during the 12 (in words: twelve) month period preceding the Signing Date, any contract which involves the payment to or by Target in excess of EUR 25,000.00 (in words: Euro twenty-five thousand) per year and any customer contracts which involves a payment to Target in excess of EUR 25,000.00 (in words: Euro twenty-five thousand) per year and, in each case, specifies the amount of Target's services or goods purchased or sold, as the case may be, accounted for by each such supplier or customer during such period. As of the Singing Date, none of such suppliers and customers has cancelled, substantially amended or otherwise terminated or threatened to cancel, substantially amend or otherwise terminate its relationship with Target or, to the Best Knowledge, to materially decrease or limit the volume of business it conducts with Target.

Annex 10. Methods and instruments for measuring the noise made by motor vehicles (measurement method B)

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. 11.2 contains a complete and correct list of all managing directors, Employees and freelancers of Target, such list indicating the correct classification as managing director, Employee' and freelancer, position/function, place of work, local operation to which the individual belongs, birth date, existence and nature of all ancillary agreements, side letters, waivers and similar documents, entry date, monthly salary, variable remuneration, which pension scheme applies, whether any change of control clauses or non-compete clauses apply, which of the collective employment agreements apply to the Employee and whether, to the Best Knowledge, the employment is dormant. Annex 10.11.2 further indicates the number of Employees which, to the Best Knowledge, are in a special situation (e.g. probationary, part-time, fixed term, maternity/paternity, handicap, works council) or have any special protection against dismissal.

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. 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").