Annex 9. 5.3-1 contains a true, accurate and complete list of all particulars (including address, name of lessor, name of lessee, size, annual amount of lease payments, term and termination) of all agreements relating to Used Properties (each a “Lease” and collectively, the “Leases”). No party to any Lease has committed a material violation of such Lease that would give the other party the right to prematurely terminate such Lease, and no lessor under any Lease has given notice of termination regarding such Lease. None of the Transferred Company, the Warranting Party or the Warranting Party’s Affiliates, as applicable, has received any notice that it is in default with regard to payments or any other obligations owed under any Lease except as described in Annex 9.5.3-2.
Annex 9. 6.2 contains a complete and correct list of all registered IP Rights or pending applications thereof (the “Registered IP Rights”) of the Transferred Company and, with regard to Kemira’s TiO2 Pigments Business, the Oberhausen IP Rights. Annex 9.6.2 correctly indicates the nature, the registration or application number, the application date, the registered owner or applicant of the Registered IP Rights and the jurisdictions in which such Registered IP Rights have been registered or applied for.
Annex 9. 9.1 contains a true and complete list of all public grants and subsidies applied or, received and used by the Transferred Company that provide for any ongoing obligation of the Company, including site or employment guarantees.
Annex 9. 10.1 contains a list of all current service contracts of the Transferred Company’s managing directors or officers, as applicable, and members of the Transferred Company’s supervisory board or board of directors, as applicable, in their function as such and all additional agreements concluded with or offered to them, and all other benefits owed, paid or offered to them by such Transferred Company, including, but not limited to, profit participations, bonuses, option rights, premiums and profit-based bonuses.
Annex 9. 10.2 contains a list of all employees of the Transferred Company (a) with an annual salary of more than EUR 100,000.00 (including bonuses and performance-based payments) or (b) who are domiciled (i) outside Germany with respect to the Rockwood TiO2 Pigments Business and (ii) outside Finland with respect to the Kemira TiO2 Pigments Business and the Kemira Oberhausen Assets.
Annex 9. 10.3-1 contains a true and complete list of all employees of the Business that were laid off during the last twelve months and which the Business may be required under applicable Law to rehire in case any new employees are hired by the Business. Except as specified in Annex 9.10.3-2, the Business has no liabilities towards retired members of corporate bodies or laid-off employees.
Annex 9. 10.6-1 contains a list of all shop agreements that are applied at the Business. Except for the reconcilements of interests (Interessenausgleiche) and the social plans (Sozialpläne) listed in Annex 9.10.6-2, there are no agreements, promises or other obligations of the Business to be fulfilled for past, current or future restructurings or other operational changes.
Annex 9. 10.7 contains a list of all agreements and promises at the Business regarding benefits from the company pension schemes. All agreements and promises comply with applicable Law.
Annex 9. 10.8 contains a list of all obligations of the Business based on customary business practice (betriebliche Übung).
Annex 9. 10.9 contains a list of all collective and individual promises, agreements, plans, schemes, regulations or other arrangements or understandings that restrict the Business’ right of termination beyond the statutory regulations (e.g. regulations on protection against rationalization).
