EXHIBIT W Sample Clauses

EXHIBIT W. Form of Depositor Certification.......................................................... EXHIBIT X. Form of Trustee Certification............................................................ EXHIBIT Y. Form of Servicer Certification...........................................................
AutoNDA by SimpleDocs
EXHIBIT W. 9.5 contains a complete and correct list of all real estate that is leased or sub-leased by any of the Target Group Companies as lessee (the “Leased Real Estate”) setting out for each Leased Real Estate the location, size, type of use, and, in relation to the lease or sub-lease agreements, the parties, date of agreement, monthly rent and ancillary payments. Each of the lease or sub-lease agreements is valid, in full force and enforceable in accordance with its terms, establishes the right of the relevant Target Group Company to use such premises for its business. The Target Group Companies and, to Sellers’ Knowledge, all other parties, have complied with all provisions (including rent payment) in all material respects. None of the counterparties under any such lease or sub-lease agreement has given written notice to the relevant Target Group Company of, or made any claim in writing with respect to, any breach or default thereunder, and, to Sellers’ Knowledge, there is no fact giving rise to such a breach or default such that a counterparty would be entitled to terminate it or restrict the rights of the Target Group Company thereunder in any material respect.
EXHIBIT W. The SSOCP exhibit for the Development, Hosting and Maintenance of the SSOCP attached as Exhibit W to this Amendment is hereby attached to the Unified Agreement as Exhibit W thereto.
EXHIBIT W. 14.2 contains a correct and complete list, as of the date set forth therein, of all employees, managing directors and officers (Geschäftsführer / Mitglied eines Geschäftsführungsorgans) of any of the Target Group Companies with a gross annual target salary (including base salary and target bonus) in excess of EUR 75.000 (together the “Key Employees”). None of the Key Employees have (i) announced in writing, given or received notice of termination or (ii) announced in writing, made, requested or received an offer to enter, or entered, into any amendment or termination agreement with the relevant Target Group Company.
EXHIBIT W. 8.6 sets forth complete and accurate information with respect to all bank and savings accounts, money market accounts and safe deposit boxes of Target Group Companies, including each account or box number associated therewith, the bank routing number, the name and address of the institution where such account or box is held and, where available, the name of each applicable Target Group Company’s primary contact at such bank, the purpose of each such account or box (e.g. payroll, checking, etc.), the owner of such account or box and all persons authorized to deliver instructions to the institution in respect of such account or box.
EXHIBIT W. 15.1 contains a complete and correct list of all insurance policies relating to the Business (the “Insurance Policies”), setting forth for each policy the type of insurance, insurer, policyholder, co-insured parties, policy number, period of insurance, insured sum and annual premiums.
EXHIBIT W. 2.4 contains a correct and complete list of the applicable articles of association, by-laws, partnership agreements, shareholders’ agreements, joint venture agreements and similar constitutional documents (including any amendments thereto) of, or arrangements relating to the interests in, the Target Group Companies. Except as set out in Exhibit W.2.4, correct and complete copies of such documents have been made available to Purchaser in the Datasite on or before the third Business Day prior to the Signing Date by or on behalf of Sellers.
AutoNDA by SimpleDocs
EXHIBIT W. 14.1 contains a correct and complete list, as of the relevant date set forth in the Exhibit, of the employees of each Target Group Company (together the “Employees”), setting out for each individual on an anonymous basis the employer, department, position, start of employment, year of birth, part time arrangements, notice periods for termination, fixed term (if any), special protection from dismissal, indication on whether the employment has been terminated with the notice period still running, annual gross base salary, performance-related and other material benefits (including performance, transaction and retention bonuses, stock options, profit participation rights, company cars to the extent not included in the budget of the Target Group) as well as post-contractual non-compete covenants and contractual severance claims.
EXHIBIT W. SELLERS' CERTIFICATE -------------------- EXHIBIT X-1 LETTER TO TENANTS OF PENNSYLVANIA PROPERTIES -------------------------------------------- EXHIBIT X-2 LETTER TO TENANTS OF VIRGINIA PROPERTIES ---------------------------------------- EXHIBIT Y NON-COMPETE AGREEMENTS ----------------------
EXHIBIT W. 10.11 contains a correct and complete list of all Open Source Software used by the Alfmeier Target Group Companies in connection with the Business. The Target Group Companies have complied with all terms and conditions applicable to any Open Source Software used. No Owned IP Rights are subject to any terms and conditions of any Copyleft Software. The use of Open Source Software does not restrict or prevent the commercializing of any products or services of the Business.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!