Annex 6. 1 is a complete and accurate list of all tangible and movable assets (roerende zaken) owned by the Company or any Subsidiary (“Assets”). Neither the Company nor the Subsidiary owns any real property (onroerende zaak). The Assets are free and clear of any Encumbrance, including but not limited to any priority or pre-emptive right or any purchase or option agreement. The title to the Assets has only been retained by third parties to the extent that any reservation of title (eigendomsvoorbehoud) has been agreed upon between the Company or any of the Subsidiaries and the relevant supplier in the ordinary course of business. The Assets are in good repair and condition, in satisfactory working order and fit for the purpose for which they are currently used, normal wear and tear excepted.
Annex 6. 16 hereto lists each ------------ Subsidiary of Holdings and of the Borrower (and the direct and indirect ownership interest of Holdings therein), in each case existing on the Amended and Restated Credit Agreement Effective Date. Holdings and the Borrower will at all times own directly or indirectly the percentages specified in said Annex 6.16 of the outstanding capital stock of all of said entities except to the extent otherwise permitted pursuant to Section 8.2.
Annex 6. 2 is a complete and accurate list of all tangible movable and immovable assets (roerende en onroerende zaken) in use by the Company or any Subsidiary on any basis other than ownership (“Leased Assets”). The Company or the relevant Subsidiary, as the case may be, holds full title and authority to use such Leased Assets in the manner used as of the Closing Date pursuant to valid and binding agreements. All such Leased Assets are in good repair and condition, in satisfactory working order and fit for the purpose for which they are currently used, normal wear and tear excepted.
Annex 6. Termination Contract
Annex 6. 1 contains the statements and guarantees the Buyer makes in favor of the Sellers. The Buyer hereby states that the aforementioned statements and guarantees are true, accurate and complete, without omitting any fact or circumstance that may alter, restrict or condition their contents and scope.
Annex 6. 2.1 sets forth financial information on the Consolidated Subsidiaries as of December 2000 which was used by Seller in preparing the 2000 Consolidated Financial Statements. The 2000 Consolidated Financial Statements are true, correct and in accordance with the books of account and records of Seller, representing fair and accurate presentations of the financial position and results of operations of Seller as of December 31, 2000 for the year then ended, prepared in accordance with German GAAP (except for pension liabilities and obligations accounted for under German GAAP but measured in accordance with FAS 87) and applied on a basis consistent as previously applied by Seller in preparing the Consolidated Financial Statements. Complete copies of the 2000 Consolidated Financial Statements of Seller have been delivered by Seller to Buyer.
Annex 6. Centre of reference Annex 7 Voltage markings 58 Annex 8 Minimum requirements for conformity of production control procedures
Annex 6. Test method for determining reflectivity
Annex 6. References The reference list, in alphabetical order following the format given below, should contain only the key documents referred to in the International Species Management Plan text, not general literature on the species. Titles of journals should be given in full. Ideally, information from peer-reviewed sources should be preferred over “grey literature” and personal contributions or comments. This will enhance the credibility and objectivity of the Management Plan. However, not all information needed for Management Plans is officially published. In such cases compilers should judge the available information carefully and responsibly and clearly indicate that the sources used are such in the Management Plan text itself. Much valuable information is, for example, now available through the National Reports provided by Range States to meetings of the various AEWA International Single Species Working Groups.
Annex 6. 2.1(b) lists for each Xxxxx Group Company (i) the date of the current commercial register extract (or, in the case of foreign Group Companies, of an equivalent certificate), (ii) pending register applications (or equivalent documents), if any, (iii) the date of the current version of the articles of association or partnership agreement and (iv) any pending shareholders or partners resolutions or other statements to change such articles or agreement (the documents listed as Annex 6.2.1(b), the “Corporate Documents”). The documents listed in Annex 6.2.1(b) accurately reflect the current corporate status of the Xxxxx Group Companies. Other than set forth in Annex 6.2.1(b), no resolutions for the amendment of the articles of association or partnership agreement (or equivalent document or agreement) of any Ipsen Group Company have been made, and no filings to the commercial register (or to an equivalent corporate authority) in respect of any Ipsen Group Company are pending. No challenges (Anfechtungen) are pending against any shareholders’ or partners’ resolution of any Ipsen Group Company.
