Schedule 8 Sample Clauses

Schedule 8. 1.21 hereto is a complete listing of each capitalized and operating lease of each Borrower and each of its Subsidiaries on the date hereof that constitutes a Material Contract. To Borrowers’ Knowledge, each Borrower and each of its Subsidiaries is in substantial compliance with all of the material terms of each of its respective capitalized and operating leases and there is no basis upon which the lessors under any such leases could terminate same or declare such Borrower or any of its Subsidiaries in default thereunder.

Schedule 8. 12. The Schedules to the Purchase Agreement are hereby amended by adding Annex C as Schedule 8.12 of the Purchase Agreement, and such Schedule shall be deemed for all purposes to have been delivered as of the date of the Purchase Agreement.

Schedule 8. Car Club Contribution

Schedule 8. 7. Schedule 8.7 to the New Credit Agreement is hereby amended to read as set forth as Schedule 8.7 to this TRR Agreement.

Schedule 8. 2(b). The P&S is hereby amended by deleting Schedule 8.2(b) in its entirety and replacing it with Schedule 8.2(b) attached hereto. A certain Exhibit C at the end of Schedule 8.2(b) shall be Exhibit C to Schedule 8.2(b).

Schedule 8. 3 states the period of the advance notice that each of Sellers’ employees is entitled to receive pursuant to their employment terms with the relevant Seller. Seller represents that on Cut-Off Date Seller gave all their employees an advance notice notifying them that their employment with the Sellers shall terminate at the end of each employee’s respective advanced notice period and instructing them to work and to fulfill all their duties and obligations as Sellers’ employees during the advance notice period at the disposal and under supervision of Buyer. Buyer hereby represents that it is interested in employing the employees listed on Schedule 8.3A; those who have accepted its offer for employment engagement are referred to herein as the “Hired Personnel”. Buyer may elect to engage the consultant listed on Schedule 5.15. Each Seller undertakes to retain all Hired Personnel until the lapse of each Hired Personnel’s advance notice period (the “Recruiting Date”), on which date such Hired Personnel employment with Sellers shall be terminated by the respective Seller and begin to be employed or retained by Buyer on terms to be agreed (but not less than similar to the terms enjoyed by such persons prior to the Cut Off Date (except with respect to options to purchase shares of the Buyer which, unless provided otherwise in the employment agreements of the particular Hired Personnel, shall not bind the Buyer and shall not be issued). Notwithstanding, Buyer is aware that one of Sellers’ employees is currently on maternity leave and can only be dismissed in accordance with applicable law. It is expressly agreed that the Sellers, jointly and severally, alone shall be liable for and shall pay to each of their respective Hired Personnel, on or before the Recruiting Date, any and all payments due to them with respect to the period up to the Recruiting Date (including, without limitation, payment of salary or consultancy fees, any advance notice payment (if applicable under the law or by any agreement), redemption of unused vacation days, any commission or bonus payments and any other liability, existing or contingent, to the extent applicable to such employee or consultant). The Sellers, jointly and severally shall fully indemnify and hold Buyer harmless, from and against any demand or claim brought against Buyer by any employee (including the Hired Personnel) with respect to its engagement by any Seller prior to the Recruiting Date, including by way of claiming for acc...

Schedule 8. 16.1(a) contains a list – which is complete and correct with respect to all information as of the Signing Date – of all officers, managing directors and employees (including members of the senior management (leitende Angestellte), apprentices and part-time employees) of the Company, position and job, date of birth, employment start date, sex, gross annual salary, gross annual compensation benefits (including all bonuses and other similar incentives), deferred compensation claims (Entgeltumwandlung), claims for payment in lieu of vacation, weekly working hours, and the term or period of notice for termination of employment. Employees who enjoy special legal protection against dismissal are identified, specifying the legal justification for such protection (e.g., maternity or post-birth parental leave (Elternzeit), severe disability). Complete and precise copies of the standard employment contracts for the employees of the Company have been provided to the Purchaser and are attached hereto as Schedule 8.16.1(b).

Schedule 8. Minimum Functional Specifications In addition to the National Grid Code, the Minimum Functional Specifications shall include, inter alia, the following: 20.8.1 Expected Gross and Net Plant output profile with details of expected variations on a daily, weekly, monthly, and annual basis as appropriate; 20.8.2 Power Plant estimate monthly capacity power factor. 20.8.3 Expected Monthly Plant Availability.

Schedule 8. 2.10 hereto includes a list of all agreements with Third Parties related to the Products, including agreements related to the Development and Manufacture of the Products, in each case, that are in effect as of the Effective Date or that have post-termination obligations (other than solely obligations to keep information confidential or to restrict use thereof after termination) for Lightlake or the Third Party that are in effect as of the Effective Date (collectively, the “Relevant Contracts”). Lightlake has disclosed and made available to Adapt full and complete copies of all such Relevant Contracts to Adapt. Lightlake represents and warrants to Adapt that each Relevant Contract is a legal, valid, binding and enforceable agreement of Lightlake or one of its Affiliates, as applicable, and is in full force and effect, and neither Lightlake nor any of its Affiliates or, any other party thereto is in default or breach under the terms of, or has provided any notice of any intention to terminate or modify, any such Relevant Contract, and, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a breach thereof or a default thereunder or would result in a termination, modification, acceleration or vesting of any rights or obligations or loss of benefits thereunder.

Schedule 8. 2.11 sets forth a true, correct and complete list of the Patent Rights within Company Background IP existing as of the Effective Date and such schedule contains all application numbers and filing dates, registration numbers and dates, jurisdictions and owners;