Exhibit 4. 1.11 accurately and completely lists the location of all real property owned or leased by Borrower or any Subsidiary. Borrower and each Subsidiary enjoys quiet possession under all material leases of real property to which it is a party as a lessee, and all of such leases are valid, subsisting and, to Borrower's knowledge, in full force and effect.
Exhibit 4. 1.11 accurately and completely lists ---------------- -------------- the location of all real property owned or leased by Borrower, the Parent or any Subsidiary. Borrower, the Parent and each Subsidiary enjoys quiet possession under all material leases of real property to which it is a party as a lessee, and all of such leases are valid, subsisting and, to Borrower's knowledge, in full force and effect.
Exhibit 4. 2 accurately identifies each Subsidiary and Affiliate and each Subsidiary’s Affiliates (i) form of legal entity, (ii) the number of shares of capital stock issued, (iii) the number of shares owned by the Borrower, and (iv) the jurisdiction of organization. The Borrower shall provide the Agent with prior written notice of any entity’s becoming or ceasing to be a Subsidiary.
Exhibit 4. 1 (Commercial Supply Key Provisions), and all other relevant provisions of this Agreement, and shall contain customary market terms; provided however that such terms shall not impose on the Parties material obligations that are not consistent with the terms and conditions set out in this Section 4.1
Exhibit 4. 13(l) contains a true and complete list of the trademarks and trademark applications, trade names and domain names that will be owned by the Target Group Companies at or immediately following the Closing (“O Trademarks”). New AOAG will be the sole and rightful owner of the O Trademarks on or immediately following the Closing. No O Trademarks, the use of which is material for the Target Group Companies' operations as currently conducted and as planned to be conducted in accordance with the Ancillary Agreements, are subject to any official actions, opposition proceedings or cancelation actions. All application, registration and renewal fees necessary to maintain the validity of the O Trademarks as of the time of Closing will have been paid and, to the Knowledge of General Motors, all other actions necessary to maintain the validity of the O Trademarks as of Closing will have been taken.
Exhibit 4. 2 Hepaconda® - A combination therapy for the treatment of Hepatitis C Virus. Ibaconda® – A Combination Therapy for the Treatment of Constipation-predominant Irritable Bowel Syndrome. Exhibit 5.2 Allocation of Closing Payment Among Products Myoconda - $[****] Heliconda - $[****] Picoconda - $[****] Exhibit 6.1 All amounts payable by Buyer to Seller in accordance with this Agreement shall be paid to the following account unless otherwise notified by Seller in writing: Bank account name: Giaconda Limited Financial institution: Westpac Banking Corporation Branch address: National Communications Centre Lxxxx 0 XXXXXX XXX 0000 XXXXXXXXX XXX number: 032006 Account number: 277277 SWIFT code: WXXXXX0X Exhibit 6.1A Permitted Use of Advance ($[****])
Exhibit 4. 13 is a complete and correct list of all credit agreements, indentures, purchase agreements, guaranties, capital leases, and other investments, agreements, and arrangements presently in effect providing for or relating to extensions of credit (including agreements and arrangements for the issuance of letters of credit or for acceptance financing) in respect of which the Borrower or any Subsidiary is in any manner directly or contingently obligated; and the maximum principal or face amounts of the credit in question, which are outstanding and which can be outstanding, are correctly stated, and all Liens of any nature given or agreed to be given as security therefore are correctly described or indicated in such Exhibit.
Exhibit 4. (d)(1)(i) is a list of all of Company’s non-real estate assets used in the Business categorized in the following groups: machinery and equipment, Customer Receivables, vehicles, inventories, intangible property and other (“Assets”). Company owns and has corporate power to own, and has good and marketable title to the Assets free and clear of liens, security interests, mortgages, pledges, claims or encumbrances of any kind whatsoever, except as shown in Exhibit 4.(d)(1)(ii). Seller has delivered to Buyer true and complete copies of all written leases, contracts, agreements, options, purchase orders, instruments and commitments relating to Company or the Business and written summaries of all oral contracts binding on Company, which involve annual expenditures in excess of $5,000, as evidenced in Exhibit 4.(d)(1)(iii) (collectively, “Contracts”). All Contracts are legally valid and binding and in full force and effect in respect to Company, and there are no defaults or breaches by Company or counterclaims or defenses against it. Company has received no notice of any default, breach, counterclaim or offset by any other party to any of the Contracts, nor do Company or Seller have any knowledge thereof. To Seller’s knowledge, all written Contracts will continue in full force and effect on the same terms as currently exists, notwithstanding the consummation of the sale contemplated by this Agreement.
Exhibit 4. 2.4 contains a true and correct copy of the excerpt from the commercial register of the Company. No registrations or applications for registration in such register are pending and there are no matters which are not registered therein, but with respect to which a registration would be required under applicable law, save for the registration of the termination of the Profit And Loss Pooling Agreement.
Exhibit 4. 9 (d) sets forth all redundancy, work-sharing or short-time working schemes of the Company which are currently in effect or have been resolved or implemented within a period of five years prior to the date hereof. The Company has no outstanding obligation or liability under such schemes. The Company is not bound by any restriction as to the closure, downsizing or other restructuring affecting the workforce of any of its businesses (or portions thereof), except for any restrictions under mandatory law.
