Annex 9. 2.4 hereto contains a correct and complete list of (a) all managing directors of the Company, the Subsidiaries and the Partially Owned Companies, (b) all members of any supervisory or advisory board or similar bodies, if any, of the Company, the Subsidiaries and the Partially Owned Companies and (c) all general Powers of Attorney or similar grants of authorizations granted by the Company, the Subsidiaries and the Partially Owned Companies.
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. 11.2 contains a true and complete list of all leases for real property to which the Company, the Subsidiaries and the Partially Owned Companies are a party as lessee.
Annex 9. 2.7(1) contains for each Target Company a correct and complete list of all patents, utility models (Gebrauchsmuster), registered designs (Geschmacksmuster), trademarks (Mxxxxx), copyrights, trade, business and domain names and other intellectual property rights (gewerbliche Schutzrechte) and applications with respect to such rights (the “Intellectual Property Rights”) (i) owned by such Target Company; or (ii) owned by Seller or Seller’s Affiliates and to be transferred to such Target Company on, prior to or after the Closing Date pursuant to this Agreement, and correctly states for each such Intellectual Property Right the type, subject matter, applicable register or other identification data and Encumbrances (the Intellectual Property Rights listed or to be listed in Annex 9.2.7(1) the “Owned Intellectual Property Rights”). Except as shown in Annex 9.2.7(1), the Target Companies have not entered into license agreements as licensor with respect to any of the Intellectual Property Rights.
Annex 9. 2.9(1)(a) contains complete copies of all Contracts relating to the lease of precious metals from third parties which are not part of the Technitrol Group to which any of the Target Companies, as of the date of this Agreement, is a party and/or under which any of the Target Companies has any obligations or rights. Seller Parent through AMI Doduco, Inc. sublets to AMI Mexico silver as leased under the agreement with HSBC dated February 12, 2008; this silver is partly in the possession of AMI Mexico in Mexico and, to the extent further sublet by AMI Mexico, partly in the possession of AMI Spain in Spain and AMI Germany in Germany (the “Seller Parent Mexico Lease”) (the Seller Parent Mexico Lease and all agreements referred to in the foregoing sentence jointly the “Precious Metals Leases”). Other than the Precious Metals Leases, there exist no Contracts relating to the lease of precious metals. There does not exist under any Precious Metals Lease any violation, breach or other default or event of default, or alleged violation, breach or other default or event of default, or event, occurrence, condition or act that, after notice or lapse of time, or both, would constitute a violation, breach or other default or event of default thereunder on the part of the Target Companies or any other party thereto. At the Closing, there will be no liability whatsoever for any Target Company arising from any Precious Metals Leases terminated prior to or upon Closing (including but not limited to any shortfall of actual metal). Annex 9.2.9(1)(b) contains, as of July 28, 2010, a schedule detailing the quantities of precious metals leased by the Target Companies under the Precious Metals Leases. As of the Closing Date after giving effect to the transfer of the Sold Shares to Purchaser, (a) all precious metals leased by the Target Companies under the Precious Metals Leases or, to the extent transferred, under the Alternative Precious Metals Leases or the Mexico Silver Lease, will be directly or indirectly possessed (unmittelbarer oder mittelbarer Besitz) by the Target Companies and (b) the Target Companies are entitled to, and will physically hold, all precious metals consigned to them by its customers and/or suppliers subject to the existing customer/supplier agreements.
Annex 9. 2.10(1) includes for each of the Target Companies a correct and complete list of its (i) directors; (ii) officers; and (iii) employees with (a) a fixed annual gross salary in excess of € 100,000; (b) a contractual entitlement to a severance payment in excess of € 75,000 or (c) a contractual entitlement or with the promise, whether binding or not, for any payment in connection with the transactions contemplated in this Agreement (collectively the “Key Employees”). To Seller’s Knowledge, such list correctly states for each director, officer and Key Employee the date of his/her service or employment contract and the nature and date of all ancillary agreements, amendments, side letters, waivers and similar documents, if any (such contracts together the “Key Personnel Contracts”).
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.e. terms incorporating collective stipulations into a multitude of employment contracts by way of reference, works agreements (Betriebsvereinbarungen), collective bargaining agreements (Tarifverträge) or similar agreements in any other legal form under the Laws of any jurisdiction which restrict the Target Companies’ freedom to dismiss any of their employees or to change the terms of employment of their employees (including restrictions in the form of an obligation to make, in the case of dismissals or changes to terms of employment, any payments) (the “Collective Agreements”).
Annex 9. 1 contains a list of all the insurance policies entered into by each of the Target Companies (the “Insurance Policies”).
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.
Annex 9. 1.12 hereto contains a complete and correct list of the ten largest customers and the ten largest suppliers.
