Exhibit 9. The list of retail stores attached as Exhibit 9 hereto is substituted for Exhibit 9 to the Loan Agreement.
Exhibit 9. 10.2 lists completely and accurately all real property leased, occupied or used by a Group Entity. To the Seller's Knowledge, the underlying lease agreements are valid, in full force and effect and the rents and other monies due and payable under these leases have been paid in full and on time.
Exhibit 9. [Quarterly Compliance Certificate] of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the Exhibit 9.3.3 [Quarterly Compliance Certificate] attached hereto as Annex 2.
Exhibit 9. 13.6 includes for each Group Entity a correct and complete list of all agreements and other commitments, whether of an individual or collective nature and including commitments based on works EU-DOCS\22159719 custom (betriebliche Übung), regarding pensions under which such Group Entity has an obligation (betriebliche Altersversorgung; the agreements listed or to be listed in Exhibit 9.13.6 the “Pension Commitments”).
Exhibit 9. Exhibit 9 (Current and Planned Projects) to the Agreement shall be deleted.
Exhibit 9. 10.2 contains at the date of Signing the standard employment agreements for employees of the Group Companies.
Exhibit 9. 10.3(i) contains a list of the service agreements of all managing directors of the Company and the Subsidiary currently in force, in each case indicating contract date and current gross monthly salary. For identification purposes (zu Identifizierungszwecken), copies of the relevant agreements including all supplements, addenda and/or shareholders’ resolutions covering the current managing directors` salaries are attached hereto as Exhibit 9.10.3(ii). The Parties acknowledge for the purpose of this Section 9.10.3 that the salary of RB is paid by the Subsidiary. No managing directors of the Group Companies fulfil the negative appointment conditions listed in section 6 para. 2 sentence 2 of the German Limited Liability Company Law (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, GmbHG). No dormant service or employment agreement exists within the Group Companies.
Exhibit 9. 2.16 contains a complete and correct list of license agreements to which KG, Verwaltungs, Automaten or Vertriebs, as of the Signing Date, are licensees or co-user (Mitbenutzer) except for standard software products.
Exhibit 9. 10.1(1) contains at the date of Signing a complete and – with respect to all details included therein – correct list of all members of corporate bodies (Organmitglieder) as well as employees (including trainees and part time employees) of the Group Companies, each specified by complete and – with respect to all details included therein – correct descriptions of position/occupation, date of birth, date of entry, gross annual remuneration for the fiscal year 2017 (including all bonuses and similar incentives), weekly hours of work. Except as listed in Exhibit 9.10.1(2) , none of the Group Companies employs freelancers. Members of corporate bodies as well as employees and freelancers of any of the Group Companies will hereinafter be jointly referred to as the “Employees”.
Exhibit 9 to the Reference Deed contains copies of the approval of ------------- the board of directors of Xxxxx Xxxxxxxx Corporation and of a consenting resolution of the shareholders of Xxxxx Xxxxxxxx Holding GmbH. Except with respect to merger control, foreign investment and foreign securities and exchange legislation, no consent, approval or authorization of, permit from, or declaration, filing or registration with, any governmental or regulatory authority, or any other person or entity is required to be made or obtained by Purchaser in connection with the execution and performance of this Agreement and the consummation of the transactions contemplated hereby, except where the failure to be made or obtained would not reasonably be expected to prevent or delay the Closing.