Schedule 13. Schedule 1.3 of the Original Agreement is hereby deleted in its entirety and replaced with Schedule 1.3 attached hereto.
Schedule 13. 4(a) contains a waiver of the Company for any actual or contingent or known or unknown claim against the Sellers and Sellers’ Affiliates relating to (i) Sellers’ ownership of the Company as well as (ii) the Sellers’ actions as managing directors of the Company, as applicable, during the time period ending upon Closing to the extent not regulated pursuant to this Agreement as well as a corresponding waiver of the Sellers for such claims relating to Sellers’ ownership of the Company against the Company. Immediately following Closing, the Purchaser shall pass a shareholders’ resolution of the Company (a draft of which is attached as Schedule 13.4(b)) confirming and approving the execution of said waiver by the Company and procure that following Closing, the Company does not raise any claim against any of the Sellers or Sellers’ Affiliates related to Sellers’ ownership of the Company. If, following the Closing, the Sellers or any of their Affiliates or their respective officers, directors, board members or employees; (collectively referred to as “Beneficiaries”) are held liable for any existing or future liability or obligation (whether known or unknown, actual or contingent) of the Company or of the Sellers towards the Company or any liability or obligation arising out of, or in connection with, the conduct of the Business, then the Purchaser shall indemnify and hold harmless (by way of agreement for the benefit of third parties within the meaning of section 328 paragraph 1 German Civil Code) the Beneficiaries in respect of the relevant liability or obligation, except for liabilities or obligations that have either been caused by wilful misconduct (Vorsatz) of the Beneficiaries or that are based on actions of the Beneficiaries after the Closing Date. The Purchaser shall in particular indemnify and hold harmless the Beneficiaries against any and all liability, loss or damage together with all reasonable costs and out-of-pocket expenses arising out of, connected with, or resulting from any such liability or obligation and the defense thereof. This shall not apply with respect to the Sellers (i) if and to the extent the Purchaser has the right to be compensated for such liability or obligation by the Sellers pursuant to the terms of this Agreement and (ii) in cases in which the Purchaser has lost full ownership of or influence over the Company due to a initiated or opened insolvency proceedings of the Company provided the initiation or opening of such insolvency...
Schedule 13. 6.1 contains copies of the individual financial statements of each Group Company for the business year 2017 (the “Financial Statements”).
Schedule 13. 7.1(1) lists for each Group Company all real estate, inheritable building rights (Erbbaurechte) and in-rem leases (Dauernutzungsrechte) or similar rights owned or, where indicated in Schedule 13.7.1(1), co-owned by the respective Group Company (“Own Real Estate”). All encumbrances in rem encumbering any of the Own Real Estate are stated in the respective excerpts from the land register attached hereto as Schedule 13.7.1(2).
Schedule 13. 7.3 contains for each Group Company a correct and complete list of all real estate (i) leased by such Group Company from any third party (the “Leased Real Estate”) and (ii) let by the Group Companies to any third party. The Sellers have delivered to the Purchasers a complete and accurate copy of each lease agreement relating to the Leased Real Estate.
Schedule 13. 9.1 contains a list of all registered (i) patents including all design or utility patents and all industrial property rights and applications for any of the foregoing; (ii) trademarks and service marks, including all applications and registrations for any of the foregoing; (iii) internet domain name registrations; (iv) copyrights, including all applications related to the foregoing and (v) other intellectual property and related proprietary rights, interests and/or protections either (a) owned by the Group Companies (the “Owned IP Rights”) or (b) lawfully used on the basis of license agreements or otherwise by the Group Companies (the “Licensed IP Rights”) (together with the Owned IP Rights, the “IP Rights”). The IP Rights, together with all such unregistered rights, especially the goodwill connected with the use of and symbolized by the registered trademarks, service marks and trade names, constitute all of the intellectual property necessary for (i) the continued operation of the Group Companies’ business after the Closing in substantially the same manner as before Closing, and (ii) to Sellers' Knowledge the operation of the Group Companies’ business after Closing as contemplated by the Sellers in the period of financials as forecasted and presented to the Purchasers prior to the Signing Date, and (iii) includes all IP Rights to fulfil L'Orange's obligations pursuant to the Long Term Supply Agreement.
Schedule 13. 12.1 contains a list of all material agreements concluded by the Group Companies as of the Signing Date and that falls under one of the following categories (collectively the “Material Agreements”):
Schedule 13. 13.1 contains an anonymized list of all employees and managing directors of all of the Group Companies. Schedule 13.13.1 further states the commencement of the employment agreements of such employees (including managing directors) employed with and by the Group Companies as well as their age, salary, pension plan participation and bonus entitlement.
Schedule 13. 13.6 provides a complete and correct list of all currently contracted independent contractors, temporary workers, apprentices, together with a summary of the fees, salaries and bonuses payable by the Group Companies.
Schedule 13. 13.7 includes a correct and complete list of all (i) reconciliation of interest agreement (Interessenausgleiche) and social plans (Sozialpläne) and (ii) any collective arrangements in the form of a general commitment (Gesamtzusage), shop agreements (Betriebsvereinbarungen) or collective bargaining agreements, each applicable to the employees of the Group Companies.
