Annex 5 Sample Clauses
Annex 5. 2.8 (3) contains, as of the Signing Date, a list of material collective bargaining agreements, company practices providing for material financial benefits and material agreements with unions, workers’ councils and similar organizations and of all employee benefit plans (hereinafter referred to as “Collective Agreements”) which are directly, by reference or otherwise in whole or in part applicable to the Employees. No promises or commitments have been made by the Seller or any Group Company to the Employees, the unions and/or workers’ councils to amend any Collective Agreement, to increase or decrease benefits thereunder or to establish any new Collective Agreements. Except as set forth in Annex 5.2.8 (3) none of the Group Companies is member in an employers’ association (Arbeitgeberverband).
Annex 5. 2.3 (2) contains a complete list of real property leased or rented by the Group Companies, whether as lessee or as lessor, with the respective lessee’s payment obligations under the lease agreements exceeding a value of EUR 100,000.00 p.a.
Annex 5. 2.5 (1) contains a list of patents, trademarks and other registered intellectual property rights owned by the Company and its Subsidiaries (hereinafter referred to as the “Intellectual Property Rights”).
Annex 5. 2.1.1 contains a list of all Subsidiaries in which the Company holds any direct or indirect interest - also in the form of a silent participation or sub-participation -, correctly specifying - as far as applicable - the seat (Sitz), the commercial register no., the (issued) share capital or fixed capital, as well as the amount of the respective interest held by the Company, with the exception of the shares held by the Company in its Russian subsidiary. The Company is not, conditionally or otherwise, obliged to sell any interests or to acquire any further interests, except as specified in Annex 5.
Annex 5. 10.6 includes the total amount of any interest bearing third party debt other than shown in Annex 5.10.4 owed by any of the Companies and/or the Subsidiaries to any third party and outstanding as of Closing.
Annex 5. 1, Project Life Cycle Cost is cancelled in its entirety and replaced by a new Annex 5.1, Project Life Cycle Cost, Revision 2.0 which is attached to this Amendment no. 2 as Annex 14.
Annex 5. Arrangement of Approval Mark for a Device for Means of Front and Lateral Vision
Annex 5. 8.6 to this Agreement is Sindolor’s share capital chart specifying the shareholders of the Company and the rate of their holdings in its shares, as well as everyone who holds a right or option of any type whatsoever for receipt or purchase of Sindolor shares. (—) (—) Sela ▇▇▇▇▇.▇▇▇ Ltd. 6 D-Medical Industries Ltd.
Annex 5. 1.9(a) shows (i) a complete, true and correct list of all employees (including management) of Discovery together with their yearly salary and years of service, bonus arrangements and pension rights, (ii) all collective bargaining agreements, works agreements and general commitments (Gesamtarbeitsverträge, Tarifverträge, Betriebsvereinbarungen, Gesamtzusagen, Regelungsabreden) to which Discovery is bound even if previously terminated, and (iii) any obligation of Discovery to make specific employment-related investments or to guarantee a certain number of employees.
Annex 5. 10.4 contains a complete and correct overview of all loans made and outstanding as of Closing to the Company by the Sellers since 31 March 2010. Except as specified under Annex 5.10.4 there are no other loans outstanding as of Closing and all loan agreements (other than those underlying the loans specified in Annex 5.10.4) between the Company and/or any of its Subsidiaries and the Sellers or any party related to the Sellers will be terminated as of Closing or any claims thereunder (including principal and accured interest) will be sold for a purchase price not exceeding EUR 1 to a Subsidiary.