Annex 5 Sample Clauses
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. 2.5 (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. 10.9 contains a list of all contracts involving net obligations of the Company or any Subsidiary of more than EUR 500,000 (in words: Euro five hundred thousand) in an individual case or that are beyond the ordinary course of business of the Company or any Subsidiary, unless such contracts are covered already by one of the above warranties.
Annex 5. Arrangement of approval ▇▇▇▇ of a device for indirect vision
Annex 5. 10.3.1 contains a list of all joint venture, cooperation and similar contracts (other than contracts listed in Annex 5.10.1 and Annex 5.10.2, other than cooperation agreements with merchants for the sale of coupons) of the Company or any of its Subsidiaries with third parties. To the Sellers’ best knowledge, Annex 5.10.3.2 contains a list of all agreements (other than the cooperation agreements with merchants for the sale of coupons) that regulate competition between the Company and third parties, in particular exclude or limit the Company’s or Subsidiaries’ right to do business with regard to certain fields of activity and/or geographical areas.
Annex 5. 1.9(b) lists (i) the employment agreements with all managing directors, and (ii) all employment agreements providing for severance payment or any other special payment or bonus to be paid by Discovery in the event of a change of control or upon termination of the employment agreement.
Annex 5. 10.2 contains a true and complete list of all leases for real property to which the Company and the Subsidiaries are a party as lessee.
Annex 5. 1.15 contains a true and complete list of the material insurance contracts of the JW Entities which are in full force and effect up to Closing Date and, all premiums due up to the Closing Date have been paid.
Annex 5. 9 (d) contains a complete and correct list of all pension commitments and commitments, arrangements and agreements with regard to other old-age, sickness, invalidity or death benefits (including contributions to private savings for retirement (including salary conversions)) as well as of all commitments arrangements and agreements relating to partial retirement by which the ▇▇▇▇▇▇▇▇▇ Entities are bound (the “Pension Schemes”). The Pension Schemes, regarding which the annual accounts are required to include provisions or are to be disclosed in the annual accounts, as well as the amount of the obligations and the number of beneficiaries are reported as at [*] exclusively in the [*] actuarial reports by ▇▇▇▇▇▇ dated [*] for ▇▇▇▇▇▇▇▇▇ Entities, which have been provided to the Purchaser (the “Actuarial Reports”). To the extent that the Pension Schemes have been funded by accumulating assets (such as liability insurances or assets of the provident fund Joh. Heinr. ▇▇▇▇▇▇▇▇▇), (i) all contributions to any funding vehicle or other contractual partners have at all times been made in accordance with the provisions of the relevant Pension Scheme and (ii) in respect of these assets the ▇▇▇▇▇▇▇▇▇ Entities will remain entitled without changes after the Closing Date.