Annex 10. 13.1 provides a list updated as of the date of this Agreement of the following:
Annex 10. 17.1 sets forth a list of the real estate assets leased by the Company (the “Real Estate”), which comprises all real estate assets used in the Business of the Company and the Company’s Subsidiary.
Annex 10. 6.2 contains a complete and correct list of all bank accounts of any kind of Target.
Annex 10. 9.2 sets out a complete and accurate list of all domain names owned by Target, including when the domain names were first registered and the date of the next annual payment. Each of Target’s websites contain legal disclaimers and privacy policies that, in accordance with industry practice, are customarily contained on websites similar to any of Target’s websites.
Annex 10. 11.1 contains complete and correct copies of all current service contracts of Target’s managing directors, officers and holders of a registered commercial power of representation (Prokuristen), all the additional agreements or amendments concluded with or offered to them. Annex 10.11.1-2 contains a list of all special rights or other benefits owed, paid or offered to them by Target, including bonuses, option rights, premiums or profit-orientated bonus payments. No payments or other benefits have been made or are owed to any managing directors, officers or holders of a registered commercial power of representation beyond what has been agreed upon in writing in the documents contained in Annex 11.13(a).
Annex 10. 11.2 contains a complete and correct list of all managing directors, Employees and freelancers of Target, such list indicating the correct classification as managing director, Employee' and freelancer, position/function, place of work, local operation to which the individual belongs, birth date, existence and nature of all ancillary agreements, side letters, waivers and similar documents, entry date, monthly salary, variable remuneration, which pension scheme applies, whether any change of control clauses or non-compete clauses apply, which of the collective employment agreements apply to the Employee and whether, to the Best Knowledge, the employment is dormant. Annex 10.11.2 further indicates the number of Employees which, to the Best Knowledge, are in a special situation (e.g. probationary, part-time, fixed term, maternity/paternity, handicap, works council) or have any special protection against dismissal.
Annex 10. 11.12 contains a complete and correct description of all works customs (betriebliche Übungen) and general promises (Gesamtzusagen) in the excess of EUR 1,000.00 (in words: Euro one thousand) per Employee per year. There are no guidelines (Richtlinien) applicable to Target.
Annex 10. 14.1 sets forth a list of the 10 (in words: ten) largest suppliers and the 10 (in words: ten) largest customers of Target in terms of the aggregate amounts paid to or by Target during the 12 (in words: twelve) month period preceding the Signing Date, any contract which involves the payment to or by Target in excess of EUR 25,000.00 (in words: Euro twenty-five thousand) per year and any customer contracts which involves a payment to Target in excess of EUR 25,000.00 (in words: Euro twenty-five thousand) per year and, in each case, specifies the amount of Target's services or goods purchased or sold, as the case may be, accounted for by each such supplier or customer during such period. As of the Singing Date, none of such suppliers and customers has cancelled, substantially amended or otherwise terminated or threatened to cancel, substantially amend or otherwise terminate its relationship with Target or, to the Best Knowledge, to materially decrease or limit the volume of business it conducts with Target.
Annex 10. 15.1 contains a complete and correct list of all legal relationships (Rechtsverhältnisse), whether or not entered into or created in the Ordinary Course of Business, to which
Annex 10. 6.1 contains a list of all real property owned by the BOMAG Group Companies. The BOMAG Group Companies have title to all such property free and clear of all Encumbrances except for Permitted Encumbrances and except as disclosed in such Annex.
