Annex 5 Sample Clauses

Annex 5. 2.5 (1) contains a list of patents, trademarks and other registered intellectual property rights owned by the Company and its Subsidiaries (hereinafter referred to as the “Intellectual Property Rights”).

Annex 5. 2.8 (3) contains, as of the Signing Date, a list of material collective bargaining agreements, company practices providing for material financial benefits and material agreements with unions, workers’ councils and similar organizations and of all employee benefit plans (hereinafter referred to as “Collective Agreements”) which are directly, by reference or otherwise in whole or in part applicable to the Employees. No promises or commitments have been made by the Seller or any Group Company to the Employees, the unions and/or workers’ councils to amend any Collective Agreement, to increase or decrease benefits thereunder or to establish any new Collective Agreements. Except as set forth in Annex 5.2.8 (3) none of the Group Companies is member in an employers’ association (Arbeitgeberverband).

Annex 5. 2.3 (2) contains a complete list of real property leased or rented by the Group Companies, whether as lessee or as lessor, with the respective lessee’s payment obligations under the lease agreements exceeding a value of EUR 100,000.00 p.a.

Annex 5. 2.7 contains Section 9 of the draft Offer Document, setting forth the intentions of the Bidder within the meaning of the provisions of the WpÜG at the time of the signing of this Agreement.

Annex 5. 9 (b) lists all material collective bargaining agreements (Tarifverträge) and all shop agreements (Betriebsvereinbarungen), social compensation plans * Confidential treatment requested; certain information omitted and filed separately with the SEC. (Sozialpläne), agreements on the reconciliation of interests (Interessenausgleiche) and other agreements with employee representation bodies by which Xxxxxxxxx Entities are bound.

Annex 5. 1.18 contains a complete list of all existing overdrafts, loans, debentures, acceptance lines or other borrowings or financial facilities (the Facilities) as of the date hereof which are outstanding against third parties or committed and available to, or drawn and borrowed by, the TE Companies, and any guarantee, security or other Lien in relation thereto.

Annex 5. 9.1 con tains an in all material respects complete and correct list of all current service contracts of the Company’s and Subsidiaries’ directors, members of the management board and holders of a registered commercial power of representation (Prokuristen), all the additional agreements concluded with or offered to them.

Annex 5. 11 contains a full and correct list of all insurance contracts concluded by the Xxxxxxxxx Entities. The Xxxxxxxxx Entities have been in the past and currently are appropriately insured against all risks, against and for such amounts for which a prudent businessman, who is active in the same sector as the Xxxxxxxxx Entities, would usually be insured, including, but without limitation, business interruption and product liability insurance. None of these insurance contracts has been terminated or otherwise cancelled or threatened to be terminated and can neither be terminated nor end automatically based on the consummation of the acquisition of the Sold Shares by the Purchaser. The Xxxxxxxxx Entities have complied with all duties and obligations under these insurance contracts that are relevant to the validity of the insurance cover, in particular, all premiums and other payments owed under the insurance contracts have been made timely. No insured event has occurred that exceeds EUR [*] in an individual case that has yet to be settled or with regard to which the insurers deny, contest or question valid cover. * Confidential treatment requested; certain information omitted and filed separately with the SEC.

Annex 5. 10 (h) contains a list for the financial year 2011 of the ten largest customers and the ten largest suppliers of the Xxxxxxxxx Entities as well as of all suppliers (except for standard utility suppliers) which are the sole source of supply for the Xxxxxxxxx Entities for goods or services necessary for the manufacturing of the products of the Xxxxxxxxx Entities and for which no alternative supply source at economically not materially unfavourable conditions is available. Neither a Seller nor any Xxxxxxxxx Entity has received a specific and xxxxxxx notice in writing or otherwise that any of the customers or suppliers listed in Annex 5.10 (h) has cancelled, or materially reduced the extent of, its business relationship with the Group Companies, or that it intends to do so.

Annex 5. Arrangement of approval xxxx of a device for indirect vision