Schedule 12 Sample Clauses

Schedule 12. 3 contains for each Target Group Company a correct and complete list of letters of credit, performance, surety or similar bonds, bank guarantees or similar third party assurances provided to any Person.

Schedule 12. 1(s) contains a list of all sponsorship contracts and revenue contracts relating to the Shopping Centers (collectively, for all of the Sellers, the “Sponsorship Contracts”), including all amendments and modifications thereto, as such Schedule may hereafter be modified in accordance with Section 9.4(b) hereof, in connection with each Shopping Center and such list is true, complete and correct in all respects. No Seller has received or delivered any written notice of any defaults under any Sponsorship Contracts which remain uncured.

Schedule 12. 2 contains for each Target Group Company a correct and complete list showing (i) the name of each Persons holding a power of attorney (including general power of attorney (Generalvollmacht), statutory power of attorney, commercial power of representation and signatory rights and no matter whether registered or unregistered or not suitable for registration in the commercial register or any similar register under any applicable jurisdiction) and (ii) a summary statement of the terms of such power of attorney. After execution of the Agreement, Sellers will assist Purchaser in obtaining the correct contact information of each Person listed on Schedule 12.2.

Schedule 12. 2.12 sets forth a complete and correct list of all agreements, whether written or oral, entered into by BioNTech or any of its Affiliates that either relate to the Development, Manufacture, Commercialization or other Exploitation of any Licensed Antibody or Licensed Product (but excluding Excluded Contracts) or pursuant to which BioNTech or any of its Affiliates received any licenses to any Patents or Know-How included within the BioNTech Product Patents or BioNTech Product Know-How (collectively, the “Existing BioNTech Agreements”). (a) BioNTech has provided BMS true, complete and correct copies of all such Existing BioNTech Agreements (including all amendments, restatements, side letters, and other modifications thereto) as of the Effective Date and as of the Amended Effective Date. (b) With respect to each Existing BioNTech Agreement, as of the Effective Date and the Amended Effective Date (i) it is in full force and effect, (ii) BioNTech (or its Affiliate, as applicable) is not in breach thereof (and to BioNTech’s Knowledge, no counterparty thereto is in breach thereof), (iii) BioNTech (or its Affiliate, as applicable) has not received any notice from the counterparty to such Existing BioNTech Agreement of BioNTech’s (or its Affiliate’s, as applicable) breach or notice of threatened breach by BioNTech (or its Affiliate, as applicable) thereof, and (iv) neither BioNTech nor any of its Affiliates has received any notice from the counterparty thereto of any intent to terminate such agreement, and no event, act or omission has occurred which could reasonably give rise to the right of the counterparty thereto to terminate such agreement or any licenses thereunder. Except as set forth in Schedule 12.2.12(b), BioNTech has sufficient rights under each of the Existing BioNTech Agreements to grant the rights, and provide all Know-How, including data, results and materials (including to provide the cell lines), to be provided or granted (or that are purported to be provided or granted) to BMS hereunder.

Schedule 12. 2.16 sets forth a list of all of the INDs, Drug Approval Applications and other Regulatory Approvals, in each case, as of the Effective Date or the Amended Effective Date, as applicable, for the Licensed Antibodies or Licensed Products, in the name of, or otherwise held by or on behalf of, BioNTech or any of its Affiliates or its or their direct or indirect licensees for the Territory. To BioNTech’s Knowledge, except as set forth on such Schedule, no other Person has obtained, or filed for, any INDs, Drug Approval Applications or other Regulatory Approvals for the Licensed Antibodies or Licensed Products for the Territory. Each of the INDs, Drug Approval Applications and other Regulatory Approvals set forth on such Schedule have been approved by the FDA or other applicable Regulatory Authority. Each of the INDs, Drug Approval Applications and other Regulatory Approvals are in full force and good standing, and neither BioNTech nor any of its Affiliates has received any notice in writing, or otherwise has Knowledge of any facts, which have, or would reasonably be expected to have, led BioNTech (or its Affiliate) to believe that any of the INDs, Drug Approval Applications and other Regulatory Approvals relating to the Licensed Antibodies or Licensed Products are not currently in, or may not with the passage of time remain in, good standing with the FDA or other applicable Regulatory Authority.

Schedule 12. 1.1 sets forth a complete and accurate list of the Intellectual Property that is (i) owned by the Company (the “Owned IP”), or (ii) used pursuant to valid and enforceable licenses from Third Parties (the “Licensed IP”, and, together with the Owned IP, the “Company IP”). For each item of Owned IP that is registered, Schedule 12.1.1 specifies, as applicable (i) the owner(s) of the item and, in the case of domain name registrations, the owner(s), registrant and registrar thereof; (ii) the jurisdictions in which the item is issued or registered or in which any application for issuance or registration has been filed; (iii) the issuance, registration, or application number of the item; and (iv) the date of application, issuance or registration of the item.

Schedule 12. Commercial Tort Claims

Schedule 12. 1 contains for each Target Group Company a correct and complete list showing the name and address of each bank in which such Target Group Company has an account or safe deposit box, the number of any such account or any such box. After the execution of the Agreement, Sellers will assist Purchaser in obtaining the correct names and contact information of all Persons authorized to draw on, or have access to, each account or box listed on Schedule 12.1.