Schedule IV. A new Schedule IV is hereby added to the Agency Agreement in the form attached hereto.
Schedule IV. Schedule IV of the Credit Agreement is hereby amended to state as set forth in Schedule IV hereto.
Schedule IV enumerates each Key Employee, along with each such individual’s title. Each such individual is currently devoting all of his or her business time to the conduct of the business of the applicable Group Company. To the knowledge of the Warrantors, no such individual is subject to any covenant restricting him/her from working for any Group Company. No such individual is obligated under, or in violation of any term of, any Contract or any Governmental Order relating to the right of any such individual to be employed by, or to contract with, such Group Company. No Group Company has received any notice alleging that any such violation has occurred. No such individual is currently working or plans to work for any other Person that competes with any Group Company, whether or not such individual is or will be compensated by such Person. No such individual or any group of employees of any Group Company has given any notice of an intent to terminate their employment with any Group Company, nor does any Group Company have a present intention to terminate the employment of any such individual or any group of employees. The entry into each of the Full-time Services Agreements (when executed pursuant to this Agreement) by Mr. Tan and Jifen will not result in any violation of, be in conflict with, or constitute a default under, or give any Person rights of termination, amendment acceleration or cancellation under, any Contract to which Mr. Tan is a party.
Schedule IV. Schedule IV of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with Schedule IV attached hereto.
Schedule IV. The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Statutory Prospectus, the Prospectus as amended or supplemented, the Pricing Disclosure Package, any Issuer Free Writing Prospectus, any “issuer information” (as defined in Rule 433(h)(2) under the Act) filed or required to be filed pursuant to Rule 433(d) under the Act and any other prospectus relating to the Designated Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Statutory Prospectus, the Pricing Disclosure Package, the Prospectus as amended or supplemented, any Issuer Free Writing Prospectus, any other prospectus relating to the Designated Securities or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through the Representatives expressly for use therein.
Schedule IV contains the audited (i) consolidated balance sheets, (ii) consolidated profit and loss statements and (iii) consolidated cash flow statements of CTS as of March 31, 2003 and March 31, 2004 together with the accompanying notes to the financial statements and an auditor’s report without any qualifications (collectively, the “Financial Statements”). The Financial Statements:
Schedule IV. D.3 sets forth a list of all outstanding Indebtedness of the Company and each Subsidiary of the Company. No material default exists with respect to any such Indebtedness.
Schedule IV. G.2 lists all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) identifying the address and owner thereof. With respect to each parcel of Owned Real Property, except as set forth on Schedule IV.G.2, and except for matters that would not, individually or in the aggregate, reasonably be expected to materially impair or interfere with the current use or operation or the value of the Owned Real Property: (i) the Company or one of its Subsidiaries has good, valid and marketable fee simple title, free and clear of all Liens, except for Permitted Liens, to each parcel of Owned Real Property; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.
Schedule IV. L.1(i) sets forth a list of each Employee Benefit Plan and each Foreign Plan; (ii) except as would not result in a material liability to the Company, each Employee Benefit Plan and each Foreign Plan complies in form and in operation, and has been administered in accordance with, its terms and the applicable requirements of ERISA, the Code and other applicable laws; and (iii) there is no claim, suit or other proceeding (including investigations by a governmental entity) pending, or to the Company’s knowledge, threatened with respect to any Employee Benefit Plan or Foreign Plan, other than ordinary and routine claims for benefits.
Schedule IV. T contains a list of (i) the ten largest suppliers of the Company and its Subsidiaries, based on the dollar amount of consolidated purchase orders by the Company and its Subsidiaries, and (ii) the ten largest customers of the Company and its Subsidiaries, based on the dollar amount of consolidated revenues earned by the Company and its Subsidiaries, in each case, for the fiscal year ended December 31, 2010. Except as set forth on Schedule IV.T, (i) none
