Annex 9 Sample Clauses

Annex 9. 1. 10A hereto is a complete list of patents, service marks, trademarks, registered designs, design rights, business trade names, copyrights and any other intellectual property rights, and applications therefor ("Intellectual Property Rights"), to which the companies hold title, or have the unrestricted right to use, unless indicated otherwise therein. Except as referred to in Annex 9.1.10B hereto, the Companies have not licensed anyone to use any of the Intellectual Property Rights. There is no pending infringement proceeding against, or by, the Companies, and no claims of any third party challenging a use or ownership of any Intellectual Property Right of the Companies have been raised against any of the Companies. In respect of all Intellectual Property Rights and all applications for registration, all renewal and other fees have been paid as and when due and all other steps necessary for the prosecution, maintenance or protection of the registrations or applications have been taken as and when due. To the best of the Sellers knowledge none of these Intellectual Property Rights is subject to cancellation or nullification or any material rights of prior users or infringes rights of third parties.
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Annex 9. 2.10(5) includes for each Target Company a correct and complete list of, and Seller has provided Purchaser with correct and complete copies of, (i) all reconciliation of interest agreements (Interessenausgleiche) and social plans (Sozialpläne); and (ii) any collective arrangements, whether in the form of general commitments (Gesamtzusagen), standard terms of employment (vertragliche Einheitsregelungen), i.
Annex 9. 10.6-1 contains a list of all shop agreements that are applied at the Business. Except for the reconcilements of interests (Interessenausgleiche) and the social plans (Sozialpläne) listed in Annex 9.10.6-2, there are no agreements, promises or other obligations of the Business to be fulfilled for past, current or future restructurings or other operational changes.
Annex 9. 10.1 contains a list of all current service contracts of the Transferred Company’s managing directors or officers, as applicable, and members of the Transferred Company’s supervisory board or board of directors, as applicable, in their function as such and all additional agreements concluded with or offered to them, and all other benefits owed, paid or offered to them by such Transferred Company, including, but not limited to, profit participations, bonuses, option rights, premiums and profit-based bonuses.
Annex 9. 1.1(4) lists (a) each jurisdiction in which the Company and each Subsidiary is qualified or licensed to do business and (b) every state or foreign jurisdiction in which the Company and each Subsidiary has employees or facilities.
Annex 9 hereto contains a complete and correct list of the ten largest customers and the ten largest suppliers.
Annex 9. 2 gives a full description of the Know-how. The Know-how has only been disclosed to persons who must have knowledge of such Know-how in the interest of the business concerned.
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Annex 9. 5.3-1 contains a true, accurate and complete list of all particulars (including address, name of lessor, name of lessee, size, annual amount of lease payments, term and termination) of all agreements relating to Used Properties (each a “Lease” and collectively, the “Leases”). No party to any Lease has committed a material violation of such Lease that would give the other party the right to prematurely terminate such Lease, and no lessor under any Lease has given notice of termination regarding such Lease. None of the Transferred Company, the Warranting Party or the Warranting Party’s Affiliates, as applicable, has received any notice that it is in default with regard to payments or any other obligations owed under any Lease except as described in Annex 9.5.3-2.
Annex 9. 5.4.a hereto contains a complete and correct list as of the Date of Signing of all employees of the European Media Business (the "Employees"), showing the aggregate amount of annual salaries, the aggregate amount of bonuses paid for the first five months in 2001, and the number of Employees that are granted company cars. Annex 9.5.4.b lists the collective labor agreements (including shop agreements) applicable to the employees of the Company, the Partially Owned Companies and the Subsidiaries and all other existing agreements concluded between the Company, the Partially Owned Companies or the Subsidiaries and trade unions or works councils as of the Date of Signing.
Annex 9. 1 contains a list of all the insurance policies entered into by each of the Target Companies (the “Insurance Policies”).
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