Annex 6. 16 hereto lists each ------------ Subsidiary of Holdings and of the Borrower (and the direct and indirect ownership interest of Holdings therein), in each case existing on the Amended and Restated Credit Agreement Effective Date. Holdings and the Borrower will at all times own directly or indirectly the percentages specified in said Annex 6.16 of the outstanding capital stock of all of said entities except to the extent otherwise permitted pursuant to Section 8.2.
Annex 6. 11.2 contains a complete list of the real estate properties owned or used by the Company (“Real Properties”). The Company has valid title to the Real Properties and such title is not subject to any Encumbrance. The Company does not lease – as landlord or tenant – any real estate properties.
Annex 6. 2.1(b) lists for each Xxxxx Group Company (i) the date of the current commercial register extract (or, in the case of foreign Group Companies, of an equivalent certificate), (ii) pending register applications (or equivalent documents), if any, (iii) the date of the current version of the articles of association or partnership agreement and (iv) any pending shareholders or partners resolutions or other statements to change such articles or agreement (the documents listed as Annex 6.2.1(b), the “Corporate Documents”). The documents listed in Annex 6.2.1(b) accurately reflect the current corporate status of the Xxxxx Group Companies. Other than set forth in Annex 6.2.1(b), no resolutions for the amendment of the articles of association or partnership agreement (or equivalent document or agreement) of any Ipsen Group Company have been made, and no filings to the commercial register (or to an equivalent corporate authority) in respect of any Ipsen Group Company are pending. No challenges (Anfechtungen) are pending against any shareholders’ or partners’ resolution of any Ipsen Group Company.
Annex 6. 1 contains the statements and guarantees the Buyer makes in favor of the Sellers. The Buyer hereby states that the aforementioned statements and guarantees are true, accurate and complete, without omitting any fact or circumstance that may alter, restrict or condition their contents and scope.
Annex 6. Common Software that must be supported The following schedule lists the Common Software that must be made available by all LCG Institutions. It also shows as far as possible the support arrangements for each software item. In agreement with the LHC Experiments, the management of the LCG Collaboration shall decide on the evolution from this starting point. In preparation - to be provided before April 2005
Annex 6. 21.1 contains a list of the Company's employees and officers which includes the following full and accurate details for each of them as at the present date: (i) name and age, (ii) place of work, job title, classification, status and nature of the employment contract, (iii) current basic salary or pay (including all benefits) and principles applicable for determining the variable part or bonus, (iv) date of commencement and length of service (v), length of notice period, severance pay or other provisions applicable if that person ceases to be an employee or officer for any reason whatsoever (if these terms are more favourable than those resulting from the Laws and Regulations or from collective agreements as described in Annex 6.21.8), (vi) other benefits resulting neither from the Laws and Regulations nor from collective agreements as described in Annex 6.21.8 and (vii) as far as the Company's officers are concerned, their date of appointment, their term of office and any power limitations.
Annex 6. 2.6(c) (Labor Disputes) contains, as of the Announcement Date, a true and correct list of all pending (rechtshängig) labor disputes with employees and former employees and managing directors with respect to each of the Group Companies and – to the Seller’s Knowledge – labor disputes against the Group Companies which have been threatened in writing, in each case with an (expected) amount in dispute in excess of EUR 50,000.00 (in words: fifty thousand euros). No material claims for remuneration or working time adjustments and no claims under the German Equal Treatment Act (AGG) and similar claims in other jurisdictions exist on the part of employees or former employees.
Annex 6. 2 contains the statements and guarantees concerning the financial year in question that the Promissory Seller shall make to the Promissory Buyer in the relevant Purchase and Sale Agreements (hereinafter referred to as the “Statements and Guarantees”) in connection with the Matchmind Group Companies, their business, operations and assets. The Promissory Seller hereby states that the Statements and Guarantees are true, accurate and complete on the Date of Execution, without omitting any fact or circumstance that may alter, restrict or condition their contents and scope.