APPENDIX 5. 1.5 to this AGREEMENT contains the complete and current articles of association (Satzung) of the COMPANY.
APPENDIX 5. 1.6 to this AGREEMENT contains a complete and current excerpt from the commercial register (Handelsregisterauszug) of the COMPANY. All and any notices, resolutions and other documents have been duly filed, as mandatory, with the commercial register. No shareholders resolutions amending the articles of association and no legal acts exist which would require registration but have not yet been registered.
APPENDIX 5. 1.6 furthermore contains a complete and accurate list of all powers of attorneys granted by the COMPANY, other than those shown in the excerpt from the commercial register. The SAMWER BROTHERS and Xxxxxxxxx Xxxxxx are the sole members of the management board of the COMPANY and as per the CLOSING DATE neither of them (i) has been terminated or (ii) has declared the termination with respect to their mandates and/or their service agreements.
APPENDIX 5. 1.31 to this AGREEMENT contains a complete and accurate list of certain important agreements (including all ancillary or supplementary agreements (Neben- und Nachtragsvereinbarungen) to which the COMPANY or its SUBSIDIARIES are a party (concluded orally or written) (the “IMPORTANT AGREEMENTS”), regarding the following areas:
APPENDIX 5. 1.33 provides a list of all non cancelable purchase commitments or other non cancelable contractual obligations of more than EUR 250,000 in any single agreement from the SIGNING DATE over the non cancelable life time of these commitments or obligations. (Employment)
APPENDIX 5. 1.53 to this AGREEMENT contains a complete and accurate list of all legal disputes (Rechtsstreitigkeiten) including litigation proceedings, arbitration proceedings and regulatory/administrative proceedings (the “LITIGATION”) in which the COMPANY or its SUBSIDIARIES or, to the KNOWLEDGE of the SELLERS, an EMPLOYEE of the COMPANY or its SUBSIDIARIES (as far as a liability of the COMPANY or its SUBSIDIARIES may arise due to the LITIGATION against the respective employee) is involved. No other legal disputes have been threatened in writing to be brought against the COMPANY or its SUBSIDIARIES by a third party (including by the SELLERS and its AFFILIATES). To the KNOWLEDGE of the SELLERS there exist no events, facts or circumstances which occurred which are reasonably likely to give rise to any litigation involving the COMPANY (whether as plaintiff, defendant or otherwise). (Regulatory and Compliance)
APPENDIX 5. 1.61 to this AGREEMENT contains a complete and accurate list of all bank accounts of the COMPANY and its SUBSIDIARIES and the persons who are permitted to sign for these bank accounts.
APPENDIX 5. 1.62 to this AGREEMENT contains a complete and accurate list of the insurance policies concluded by the COMPANY and its SUBSIDIARIES or for the benefit of the COMPANY or its SUBSIDIARIES or its business operations. The respective policyholder (Versicherungsnehmer) is not in default with its payment obligations under the respective insurance policies. The insurance policies which terminate with the CLOSING DATE are marked. All risks of the business operations of the COMPANY and its SUBSIDIARIES are covered by usual (verkehrsübliche) Insurances. To the KNOWLEDGE of the SELLERS, there is no threatened termination of, material premium increase with respect to, or material alteration of coverage under, any of such policies.
APPENDIX 5. 1.9 contains a true and correct copy of the articles of incorporation (Gesellschaftsvertrag) of the Partner GmbH;
APPENDIX 5. 1.11 contains a true and correct list of all of the subsidiaries of L.A.B. and the Partner GmbH including the amount of shareholding (the "Subsidiaries");
