Annex 6 Sample Clauses

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. 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. 2.6(c) (Labor Disputes) contains, as of the Announcement Date, a true and correct list of all pending (rechtshängig) labor disputes with employees and former employees and managing directors with respect to each of the Group Companies and – to the Seller’s Knowledge – labor disputes against the Group Companies which have been threatened in writing, in each case with an (expected) amount in dispute in excess of EUR 50,000.00 (in words: fifty thousand euros). No material claims for remuneration or working time adjustments and no claims under the German Equal Treatment Act (AGG) and similar claims in other jurisdictions exist on the part of employees or former employees.

Annex 6. 21.1 contains a list of the Company's employees and officers which includes the following full and accurate details for each of them as at the present date: (i) name and age, (ii) place of work, job title, classification, status and nature of the employment contract, (iii) current basic salary or pay (including all benefits) and principles applicable for determining the variable part or bonus, (iv) date of commencement and length of service (v), length of notice period, severance pay or other provisions applicable if that person ceases to be an employee or officer for any reason whatsoever (if these terms are more favourable than those resulting from the Laws and Regulations or from collective agreements as described in Annex 6.21.8), (vi) other benefits resulting neither from the Laws and Regulations nor from collective agreements as described in Annex 6.21.8 and (vii) as far as the Company's officers are concerned, their date of appointment, their term of office and any power limitations.

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. 21.8 lists or provides a copy, in a full and accurate manner, of the following documents where they are applicable to the Company's employees and officers (or some of them): (i) industry-wide agreements and interprofessional agreement and, where different from those referred to in (ii) below, company-level agreements and other collective agreements, (ii) the Employee Benefit Plans applicable, indicating, for each Employee Benefit Plan, whether it operates for the benefit of all or only some of the Company's employees, (iii) other agreements with an employee representative body or trade union, (iv) remuneration systems, including allowances, bonuses, commissions and benefits in kind, enjoyed by all or only some of the Company's employees and officers and (v) any unilateral custom or agreement granting benefits exceeding those resulting from the Laws or Regulations or the agreements mentioned in (i), (ii), (iii) or (iv) above. Each Employee Benefit Plan has been managed and administered in accordance with its terms and each Employee Benefit Plan that may enjoy a special Tax regime meets the criteria required to enjoy that regime. No Employee Benefit Plan relating to retirement or post-retirement benefits consists of a defined benefits plan or includes any defined benefit.

Annex 6. 11.3 contains a complete list of the plant and machineries and equipment owned, leased – or otherwise used – by the Company; the relevant lease agreements and other contractual relationships through which the Company has title to use the above assets are in full force and effect and have been executed at arm’s length. The plant and machineries and equipment are in normal operating conditions and are transferred on an as-is basis (“visti e piaciuti”).The Purchaser expressly declares to have verified their status of wear and tear and expressly acknowledges and accepts the above.

Annex 6. Test method for determining reflectivity

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.

Annex 6. Common Software that must be supported