Exhibit 5 Sample Clauses

Exhibit 5. EXHIBIT 5 to the Agreement is deleted in its entirety and replaced with the attached EXHIBIT 5.

Exhibit 5. 8.6 correctly sets forth each: (i) pension plan, agreement, program, policy, commitment or arrangement (including retirement, widows’, dependents’ and disability pensions) and old-age part-time schemes, (ii) other employee benefit plan, agreement, program, policy, commitment or arrangement (whether funded or unfunded, on a defined benefit or defined contribution basis, or otherwise) relating to retirement, death, disability, welfare benefits, medical benefits or anniversary payments, and (iii) severance, retention, employment, indemnification, consulting, “change of control”, bonus, incentive (equity-based, equity-related or otherwise), deferred compensation, employee loan, fringe benefit and other benefit plan, agreement, program, policy, commitment or other arrangement, in each case (under clauses (i), (ii) and (iii)) sponsored, maintained, entered into or contributed to, or required to be sponsored, maintained, entered into or contributed to, by the Company or the Lessee (the “Benefit Plans”). All the plans, agreements, programs, policies, commitments and arrangements set forth, or required to be set forth, in Exhibit 5.8.6 are and have been established, amended and operated in accordance with their terms and applicable Law. Any adjustments of pensions under the Benefit Plans have been made to the maximum extent permitted by applicable Law. True and complete copies of the following have been delivered to Purchaser prior to the date hereof: (i) each Benefit Plan (or, in the case of any unwritten Benefit Plans, written descriptions thereof), including any amendments thereto, and (ii) the two most recent actuarial valuations for each Benefit Plan (if any). Any pension or other obligations of the Company or the Lessee under the Benefit Plans have been fully funded based on reasonable actuarial assumptions and applicable Laws or, to the extent not funded, have been fully reflected in the 2014 Financial Statements in accordance with applicable accounting principles. No taxes are due and payable on any Benefit Plans or on any benefits (whether accrued or not) thereunder. All contributions to the pension security fund (Pensionssicherungsverein) (or similar funds or institutions under the Laws of any jurisdiction other than Germany) have been duly and timely paid. There are no pending or threatened claims against any Benefit Plan, the Company, the Lessee or the Hotel.

Exhibit 5. 8.1 contains a true and complete list, as of the date hereof, of all employees of the Company and of the Lessee whose annual salary (including any fixed minimum bonus, but excluding any variable or discretionary bonus and any benefits) is in excess of € 30,000 (the “Key Employees”). True and complete copies of the employment agreements of all Key Employees, as in effect as of the date hereof, including all amendments and side agreements, have been delivered to Purchaser prior to the date hereof. As of the date hereof, no notice of termination of any such employment agreement has been given, and no Key Employee has expressed the intention to terminate his or her employment with the Company.

Exhibit 5. 8.2 contains a list, true and correct in all material respects, as of the date hereof, of all employees of the Company and of the Lessee (including part-time employees and trainees (Auszubildende)), including, for each person, its function, age, date of employment as well as the entire remuneration (including fixed salary, vacation payments, company car, bonus payments, direct insurance, pension agreement, if any, etc.) granted by the Company to such person for the term from January 1, 2014 to May 31, 2015.

Exhibit 5. 13(b) is a true and correct schedule of the Deposits prepared as of the date indicated thereon (which shall be updated through the Closing Date), listing by category and the amount of such deposits, together with the amount of Accrued Interest thereon. All Deposits are insured to the fullest extent permissible by the FDIC. Subject to the receipt of all requisite regulatory approvals, Seller has and will have at the Closing Date all rights and full authority to transfer and assign the Deposits without restriction. As of the date hereof, with respect to the Deposits: (1) Subject to items returned without payment in full (“Return Items”) and immaterial bookkeeping errors, all interest accrued or accruing on the Deposits has been properly credited thereto, and properly reflected on Seller’s books of account, and Seller is not in default in the payment of any thereof; (2) Subject to Return Items and immaterial bookkeeping errors, Seller has timely paid and performed all of its obligations and liabilities relating to the Deposits as and when the same have become due and payable; (3) Subject to immaterial bookkeeping errors, Seller has administered all of the Deposits in accordance with applicable duties and good and sound financial practices and procedures, and has properly made all appropriate credits and debits thereto; and (4) Except as described on Exhibit 5.13(b), none of the Deposits are subject to any Encumbrances or any legal restraint or other legal process, other than Loans, customary court orders, levies, and garnishments affecting the depositors, and control agreements for secured parties.

Exhibit 5. 15.1 a hereto sets forth a complete and accurate list (by company for each of the EFO Group Companies) of all employees, including managing directors, part-time employees, employees from temporary employment agencies, employees with pending employment agreements, or employment agreements with a fixed term, (collectively referred to herein as the “Employees”), including in each case their current position, total current annual compensation (including bonus or other payments), outstanding promises of additional remuneration (unless specified there is none), date of entry, termination notice period for out of tariff employees (for all tariff employees the statutory termination periods apply), and special termination protection, or benefits, if any. The employees listed in Exhibit 5.15.1 a include all employees material to or required for the conduct of the business of the EFO Group as currently conducted. 5.15.1 b hereto contains true and complete copies of all standard employment agreements used by the EFO Group Companies. Exhibit 5. 15.1 c contains a list of the Employees with whom the EFO Group Companies have not entered into written employment agreements and describes all material terms and conditions of their employment agreements with the EFO Group Companies. None of the Employees has an employment or other agreement the provisions of which deviate from those of the standard employment agreements contained in Exhibit 5.15.1 b or the terms and conditions of the oral employment agreements described in Exhibit 5.

Exhibit 5. 2.1 of the Purchase Contract is hereby deleted in its entirety and replaced with the documents entitled "Title Exceptions" attached hereto as Exhibit D.

Exhibit 5. 1 to the Original Loan and Security Agreement is hereby deleted in its entirety and replaced with the form of Exhibit 5.1 (Borrowers States of Qualifications) attached as Schedule 1 to this Amendment.

Exhibit 5. 1.10 contains a list of material intellectual property rights ("Material Intellectual Property Rights") indicating the nature and owner of the Material Intellectual Property Rights as of the Signing Date. To the Best Knowledge of the Sellers, the Material Intellectual Property Rights are not subject to any pending or threatened proceedings for cancellation or revocation. To the Best Knowledge of the Sellers (i) the use of the Material Intellectual Property Rights by the Group Companies does not infringe any third party rights and (ii) no third party infringes any Material Intellectual Property Rights. For the avoidance of doubt, standard software shall not be a Material Intellectual Property Right. The Material Intellectual Property Rights represent all intellectual property rights which are necessary and / or used by the Group Companies to carry out their respective businesses in all material respects in the same manner as conducted on the Signing Date and are owned or lawfully used by the respective Group Companies.

Exhibit 5. 10.3 sets forth a correct and complete description of all transactions between any Seller on the one side and the EFO Group Companies or the business of EFO Group on the other side during the 24-month period prior to and including the date hereof.