Annex 7. 18a) contains a true and complete list of all employees and freelancers of the Group Companies as at the date of this Agreement, including employment status (employee, freelancer or other) date of birth, title, the technical entry/commencement date, scope of employment (full time or part-time), notice period, annual base salary (including benefits in kind) and variable compensation (or hourly or other remuneration, as applicable), other benefits with monetary value, accrued overtime work and accrued vacation.
Annex 7. 1 is a complete and accurate list of all customers of the Company and the Subsidiaries, identifying the customer, the contractual duration, applicable rates, contractors and annual turnover in 2004 (“Customers”). All terms and conditions under which the Company or a Subsidiary provides services to Customers are fully and accurately stated in written agreements, all of which agreements are in full force and effect.
Annex 7. 2 contains a complete and accurate list of those members of the supervisory board of the Target Company who are employed or are a board member of any of any member of the 21st Group.
Annex 7. 8.1 contains a list of those employees whom the Purchaser considers to be key employees (Key Employees). As of the Signing Date, no Key Employee has terminated his engagement. Purchaser has been provided with any and all current employment agreements with such Key Employees listed in no. 1 of Annex 7.8.1 and will be provided with the employment agreements of all other Key Employees after the Signing Date. Annex 7.8.1 sets forth the Seller’s obligation to transfer an employee of RefuSol to Seller or a Prettl Affiliate and assume such employee’s employment agreement and other obligations.
Annex 7. 8.2 contains a complete list of all collective bargaining agreements and works agreements (Betriebsvereinbarungen) of RefuSol Holding and RefuSol.
Annex 7. 11.1 contains a complete and correct list of all collective bargaining agreements (including firm wide collective bargaining agreements) and works agreements valid and in force at the Target Group Companies.
Annex 7. 16.1 contains a complete and correct list of all real property (Grundstucke) and rights similar to real property (grundstucksgleiche Rechte), including, without limitation, hereditary building rights (Erbbaurechte), owned by the Target Group Companies ("LISTED REAL PROPERTY RIGHTS"). Annex 7.16.1(b) is a complete and correct set of excerpts from the land registers (Grundbucher) and similar registers, including, without Xxxxxx-Standard Project Falcon / SPA 09 June 2007 limitation, hereditary building registers (Erbbaugrundbucher), for each of the Listed Real Property Rights, provided to Purchasers by Seller. No agreements or other legal transactions have been entered into which would constitute any obligation for the Target Group Companies to effect any conveyance, agreement "in rem" or consent with respect to any of the Listed Real Property Rights which would change the position set out in Annex 7.16.1(b). To Seller's Knowledge, the Target Group Companies have not received any written notice or other written communication from a relevant authority expressly challenging or revoking the current use of any of the Listed Real Property Rights.
Annex 7. 16.2 contains a complete and correct list of all lease agreements (Mietvertrage) or equivalent interests in land and buildings used by the Target Group Companies (the "LEASES"). The Target Group Companies have not received any written notice or other written communication pursuant to which any of the Leases has been terminated or is expressly threatened to be terminated.
Annex 7. 10.2 contains a list of all contracts concluded or assumed by each of the Companies which can or could still cause liabilities for the Companies (other than the lease agreements pursuant to Annexes 7.6.1 and 7.6.2, the Loan Agreements, the Security Agreements, and the Acquisition Agreement). No amendments or terminations to these contracts will be made without the Buyers’ prior written consent.
Annex 7. 13.1 contains a list of all the Companies’ bank accounts and of the powers to draw on the respective accounts.
