Exhibit 9. The list of retail stores attached as Exhibit 9 hereto is substituted for Exhibit 9 to the Loan Agreement.
Exhibit 9. 5.2(a) contains a correct and complete list of all corporate documents correctly specifying the corporate status of each member of the Target Group as of the Signing Date. No resolutions of any corporate body have been adopted nor have any other measures been taken to amend these documents and no filings or applications to any commercial register, company register, company’s book, registration court or another registration authority are pending in respect to the members of the Target Group.
Exhibit 9. 9.2 further contains for each agreement a correct and complete list of all IP Rights, setting out for each Licensed IP Right at least the type and subject matter, and, if and to the extent applicable, registration or application numbers, the publication numbers to the extent the Licensed IP Rights are published, or any other identification data, the owner(s) or licensor(s) of the relevant Licensed IP Right, the parties to the relevant License Agreement (name and address), date of the relevant License Agreement, type of license, term, territory for which the license is granted and royalties.
Exhibit 9. 10.1 contains a correct and complete high-level list of all communication systems and computer systems used by the Company including all hardware, Software and websites but excluding networks generally available to the public (the "Information Technology Systems") used by or on behalf of the Target Group setting out the type of legal title or right of use (ownership or lease of assets, self-development or license of Software) of the Target Group.
Exhibit 9. 10.2 contains a correct and complete list of all agreements relating to the Information Technology Systems, including all utilization, license, lease, development, maintenance, support, escrow, security, disaster recovery, website hosting, outsourcing, facilities management and service agreements as well as insurance policies (but excluding agreements with regard to Standard Software) (together, the "Information Technology Agreements") setting out for each Information Technology Agreement the parties (name and address) and the date of agreement (or extension) .
Exhibit 9. 1.3 to the Reference Deed contains copies of the approval of ------------- the board of directors of Xxxxx Xxxxxxxx Corporation and of a consenting resolution of the shareholders of Xxxxx Xxxxxxxx Holding GmbH. Except with respect to merger control, foreign investment and foreign securities and exchange legislation, no consent, approval or authorization of, permit from, or declaration, filing or registration with, any governmental or regulatory authority, or any other person or entity is required to be made or obtained by Purchaser in connection with the execution and performance of this Agreement and the consummation of the transactions contemplated hereby, except where the failure to be made or obtained would not reasonably be expected to prevent or delay the Closing.
Exhibit 9. 2.16 contains a complete and correct list of license agreements to which KG, Verwaltungs, Automaten or Vertriebs, as of the Signing Date, are licensees or co-user (Mitbenutzer) except for standard software products.
Exhibit 9. 12.1.1 of the Disclosure Letter lists all Senior Employees and the Company employing them, and such list indicates the names, dates of birth, salaries (including bonuses and benefits), severance payments and other termination indemnities which may apply in respect of each of them, location per site and dates of commencement of employment.
Exhibit 9. 1.9 contains copies of the articles of association and excerpts from the commercial registers of the Group Companies. Such articles of association are valid and in full force and effect. Except as disclosed in Preamble (D), Exhibit 9.1.9 reflects all facts and information that require registration to the competent commercial registers as well as any other relevant corporate information with respect to the aforementioned companies; no additional articles of association or other shareholders’ agreements exist.
Exhibit 9. 2.1 contains complete and accurate copies of (i) the financial statements of the Company and the Subsidiary, each including notes (Anhang) for the business years ending 31 December 2014, 31 December 2015 and 31 December 2016 (jointly the “Financial Statements”) and (ii) management accounts of the Company and the Subsidiary as per 28 February 2018 (the “Management Accounts”).
