Schedule 14 Sample Clauses

Schedule 14. 1.3.2 contains a true and complete listing of the following Assigned Contracts to which the Xxxxxx Cogen Company is a party (the “Xxxxxx Xxxxx Company Contracts”) or to which any Seller is a party (provided, that for purposes of this Section 14.1.3.2 the definition of Assigned Fuel Retail Contracts for purposes of defining the Assigned Contracts shall include only the Jobber Agreements and the Included Fuel Retail Assigned Contracts): (a) except for any intercompany indebtedness that will be cancelled or transferred out of the Xxxxxx Cogen Company Business or the Business prior to Closing, each Assigned Contract for indebtedness of any Seller for borrowed money in excess of four million dollars ($4,000,000); (b) each Assigned Contract involving a remaining commitment by any Sellers or the Xxxxxx Xxxxx Company, as applicable, to pay capital expenditures in excess of four million dollars ($4,000,000) from and after the Effective Time; (c) each Assigned Contract for lease of personal property involving remaining payments in excess of four million dollars ($4,000,000) in any calendar year from and after the Effective Time; (d) except for Assigned Contracts of the nature described in clauses (a) through (c) above, each Assigned Contract involving remaining aggregate payments in excess of four million dollars ($4,000,000) from and after the Effective Time between the Sellers or any Affiliate of the Sellers (other than the Xxxxxx Cogen Company) on the one hand, and the Xxxxxx Xxxxx Company, on the other hand, which will survive the Closing and which cannot be cancelled by the Xxxxxx Cogen Company upon sixty (60) days or less notice without payment penalty; (e) except for Assigned Contracts of the nature described in clauses (a) through (c) above, each Assigned Contract involving remaining aggregate payments in excess of four million dollars ($4,000,000) from and after the Effective Time between the Sellers or any Affiliate of the Sellers (other than the Xxxxxx Xxxxx Company) on the one hand, and a Seller, on the other hand, which will survive the Closing and which cannot be cancelled by the Sellers upon sixty (60) days or less notice without payment penalty; (f) except for Assigned Contracts of the nature described in clauses (a) through (e) above, any Assigned Contract for the purchase of materials, supplies, goods, services, equipment or other assets that provides for remaining aggregate payments by any Seller or the Xxxxxx Cogen Company of four million dollars...

Schedule 14. 1(i) contains a complete and accurate list of insurance contracts with the Company, containing details in each case of the scope of insurance and the cover amount. The insurance policies are in force and have not been terminated. There are no circumstances which jeopardize the validity of the insurance cover; in particular, the Company is not in arrears with any premium payments. With the exception of the cases set out in Schedule 14.1(ii), as at the date hereof no pending insured events of loss or insured claims have occurred or been reported to the Company since the Reference Date.

Schedule 14. 18.1 contains (i) a list of all material insurance policies (listing the respective amount insured) maintained by or on behalf of an EMP Group Company (the “Insurance Policies”) and (ii) all claims that have been asserted by EMP Group Companies under the Insurance Policies in the twenty-four (24) months prior to the Signing Date in an amount in excess of EUR 75,000.00 (in words: Euro seventy-five thousand) in the individual case.

Schedule 14. 25.1 sets forth a list of (i) the 78 largest suppliers of products or services to the Business as measured by Euro value for the twelve (12)-month period ended on 31 July 2018 (such suppliers collectively, the “Major Suppliers”’) and (ii) the six largest licensors to the Business as measured by Euro value for the twelve (12)-month period ended on 31 July 2018 (such licensors collectively, the “Major Licensors”).

Schedule 14. 1 to the Disclosure Letter contains a list of the material insurance policies in which the Group Companies are the policyholder (the “Insurance Policies”), all of which are in force at the date of the Agreement.

Schedule 14. 2.1 sets forth a list of Humacyte Patents as of the Effective Date, and accurately indicates (a) whether any such Patent is solely owned by Humacyte, (b) whether any such Patent is jointly owned by Humacyte with another Person, and the name of any such other Person, and (c) whether any such Patent is the subject of a Humacyte In-License, and the date of, parties to and title of any such Humacyte In-License.

Schedule 14. 1 contains a correct and complete list of all agreements, plans, programs and other commitments of each Target Group Company, whether of an individual or collective labor law nature and including commitments based on works custom (betriebliche Übung), regarding employee benefits of any kind, except for the Pension Plans, such as anniversary, holiday, or jubilee or other leave payments, bonuses, commissions, profit participation or other variable remuneration elements, stock options, stock appreciation rights or similar rights, deferred compensation, early retirement, severance pay, employee health or welfare benefit plan, car allowance, perquisite or any other fixed or variable remuneration elements (the “Employee Benefit Plans”). Such list correctly states the legal basis for the Employee Benefit Plans and the nature and dates of the respective agreements or other commitments.

Schedule 14. 3 contains a complete and correct list and description of all pension obligations and commitments (including policy number and contract partner) of each Target Group Company towards, and any pension entitlements of the Employees and their dependents regarding old age and occupational disability pensions under or in connection with, individual pension promises (Direktzusagen), direct insurances (Direktversicherungen), pension funds (Pensionsfonds), pension pools (Pensionskassen), relief funds (Unterstützungs¬xxxxxx), reinsurance coverages (Kapitallebens- und Rückdeckungs¬versicherungen), general pension schemes (Gesamtversorgungs¬zusagen und –ordnungen) and all other company retirement or pension schemes (betriebliche Altersversorgungen), in each case as existing as of the Signing Date (the “Pension Plans”).

Schedule 14. 7.2 hereto contains a complete and correct list of all lease agreements concerning real property, including the date of each lease agreement and of any amendments thereto. To the best knowledge of Sellers, the lease agreements set forth in Schedule 14.7.2 hereto are valid, in full force and effect and binding until the end of their term. The Company enjoys undisturbed possession of all leased space under all of its real property leases, to the extent not subleased, as set forth in Section 14.7.2(i) below. The Company has paid all advances and granted all security it is required to grant under such leases when due. The Company is not in default of such leases and no event has occurred which with the giving of notice or the passage of time or both would constitute a default by the Company under any of such leases. With respect to the real property leases set forth in Schedule 14.7.2 hereto: (i) Schedule 14.7.2(i) hereto contains a complete and correct list of all sublease agreements, including the date of each sublease agreement and of any amendments thereto. Other than under these subleases, no third party is in possession of any of the real property and there are no other contracts or agreements, granting to any third party the right of use or occupancy of any portion of the real property set forth in Schedule 14.7.2 hereto. To the SPA extent the Company's respective landlord has not granted its consent to these sublease agreements, the respective landlord will not invoke any contractual or statutory rights under the lease agreements based on the absence of consents for the sublease agreements. (ii) Except as set forth in Schedule 14.7.2, neither the Company nor any of its employees or agents has engaged in or permitted any operations or activities upon, or any use or occupancy of, the real property set forth in Schedule 14.7.2, or any portion thereof, or any real property now or previously owned or operated by the Company, resulting in storage, emission, release, discharge, dumping or disposal of hazardous material, on, under, in or about such real property. The installment of the auxiliary electric power device (Notstromaggregat) in the offices used by the Company does not breach the terms of any of the lease agreements to which the Company is a party.

Schedule 14. 9.9 hereto contains a complete and correct list of certain important (written or oral) contracts of the Company, to the extent such contracts are not reflected in the Annual Accounts 2002 or the Interim Accounts (hereinafter referred to collectively as the "Material Contracts"): (i) All contracts with carriers or providers of wireless telecommunications services (the "Telecom Carriers") that are offered for resale or agency distribution by the Company; (ii) All material contracts with persons or entities acting as resellers of telecommunications services by which the Company has purchased PINs for phone cards or other materialized telecommunications time or services (the "PINs"); (iii) All contracts with the twenty largest customers, distributors, retailers, agents, or subagents for PINs, based on the turnover of these with the Company in the financial year 2003 up to October 31, 2003; (iv) All purchase agreements regarding the terminals for the electronic sale of PINs distributed by the Company (the "Terminals"), with an obligation of the Company to accept Terminals (Abnahmeverpflichtung) for an amount exceeding Euro 200,000.00 (Euro two hundred thousand); (v) All sale and delivery agreements, including but not limited to agreements regarding the Terminals, with an annual payment obligation of the counterparty exceeding Euro 200,000.00 (Euro two hundred thousand); (vi) All lease agreements regarding moveable property, with the exception of lease agreements regarding the Terminals in respect of which terminal leases the annual payment obligation of the counterparty does not exceed Euro 15,000.00 (Euro fifteen thousand); (vii) All contracts for acquiring or disposing of fixed assets including intangible assets, property reported to fixed assets (other than real property and rights equivalent in nature to title in real property) and financial assets with an individual payment obligation of the Company or the counterparty exceeding 49 SPA Euro 25,000.00 (Euro twenty five thousand) or an annual payment obligation of the Company or the counterparty exceeding Euro 50,000.00 (Euro fifty thousand); (viii) All service agreements and maintenance agreements with an annual payment obligation of the Company or the counterparty exceeding Euro 50,000.00 (Euro fifty thousand); (ix) All loans and borrowing arrangements and credit line arrangements that the Company has made whether as lender or borrower, other than extension of maturity dates for liabilities (Zahlungszielve...