Exhibit 7. 2.8 contains a complete list of the following agreements in force to which TRIP and/or its Controlled Companies are parties (together, the “TRIP Relevant Agreements”):
Exhibit 7. 3.1 contains for each Company a complete and correct anonymized list of all employees (“Employees”) as at the Signing Date and sets forth their positions, salaries, bonus entitlements for the most recent financial year as well as terms and notice periods.
Exhibit 7. 3.2 includes for each Company a correct and complete list of its directors and officers as at the Signing Date.
Exhibit 7. 3.5 (i) includes for each Company a correct and complete list of all agreements and other commitments, whether of an individual or collective nature and including commitments based on works custom (betriebliche Übung), regarding pensions (betriebliche Altersversorgung) under which such Company has any obligations (“Pension Commitments”). All obligations under or in connection with the Pension Commitments, including obligations arising by operation of law that have become due have been fulfilled by the Companies. Except as disclosed in Exhibit 7.3.5 (ii), all future obligations under or in connection with the Pension Commitments, including obligations arising by operation of law, are as at the Signing Date fully funded according to the requirements established by law and the Pension Commitments based on the most recent actuarial data. Each Company has set aside book reserves for pension liabilities as required by law and the Pension Commitments.
Exhibit 7. 6.1 (i) includes for each Company a correct and complete list of all patents, utility models (Gebrauchsmuster), registered designs (Geschmacksmuster), trademarks (Xxxxxx), domain names and software protection rights and applications with respect to such rights (“IP Rights”) owned by such Company (“Own IP Rights”). Except as shown in Exhibit 7.6.1 (ii), the Companies have not entered into license agreements as licensor with respect to any of its IP Rights or have otherwise granted other rights of use to third parties. The Companies are also under no obligation to grant any such rights of use.
Exhibit 7. 6.3 includes for each Company a correct and complete list of all IP Rights licensed or sub-licensed by any third party to such Company as at the Signing Date (“Licensed IP Rights”), except for off the shelf software licenses that are generally available to business customers for which any Company pays less than EUR 5,000.00 per year (per agreement). As at the Signing Date, all underlying license agreements regarding Licensed IP Rights are in full force and effect and enforceable against the licensor in accordance with their terms. The Companies have duly used, and are currently duly using, the Licensed IP Rights.
Exhibit 7. 6.10contains a description of all websites of the Companies (the “Websites”), including information on the IP addresses. The Companies have all rights required to operate and maintain the Websites. The Websites are not linked to any third party websites containing unlawful or illicit content. All links to third party pages are lawful, and consents required for such links have been obtained.
Exhibit 7. 8.1 includes for each Company correct and complete lists of the agreements that are material for the operation of the business of each of the Companies and having a business value of more than EUR 100,000.00 in total (“Material Agreements) in each case containing correct information about the contracting parties, the material contractual duties and counter-duties (specifically the amount of the payment obligations), the contractual term and the notice periods for termination.
Exhibit 7. 9.1 includes a correct and complete list of all insurance policies maintained and in force by or on behalf of the Companies. No insurance policy will lapse or otherwise be affected as a result of or in connection with the execution or consummation of this Agreement.
Exhibit 7. 2.6 [Acquisition Compliance Certificate] is hereby deleted in its entirety and in its stead is inserted the Exhibit 7.2.6 [Acquisition Compliance Certificate] attached hereto as Exhibit B. (U) Exhibit 7.3.3 [Quarterly Compliance Certificate] is hereby deleted in its entirety and in its stead is inserted the Exhibit 7.3.3 [Quarterly Compliance Certificate] attached hereto as Exhibit C.
