Schedule 13 Clause Samples

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”): 13.12.1.1 any partnership, joint venture or similar contracts involving the ownership or operation of any business with any other person; 13.12.1.2 any lease agreement relating to any Leased Real Estate; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 13.12.1.3 contracts obligating any of the Group Companies to loan any amounts to, assume a payment guarantee or make any investment or capital contribution in, any person; 13.12.1.4 any franchise, dealer, reseller, sales agent, sales representative, distribution agreements, contract manufacturing, joint marketing, joint development, all similar agreements and any out-licensing agreements in relation to IP Rights, pursuant to which any of the Group Companies sells or otherwise distributes or subcontracts or licenses its products or services or IP Rights for a consideration of more than EUR 250,000 (in words: two hundred fifty thousand euros) in the aggregate during calendar year 2017 or reasonably expected during calendar year 2018; 13.12.1.5 any supply or purchase agreement pursuant to which any of the Group Companies is obligated to purchase goods or services for a consideration of more than EUR 250,000 (in words: two hundred fifty thousand euros) in the aggregate during calendar year 2017 or reasonably expected during calendar year 2018; 13.12.1.6 any customer agreement pursuant to which any of the Group Companies sells goods or services for a consideration of more than EUR 1,000,000 (in words: one million euros) in the aggregate during calendar year 2017 or reasonably expected during calendar year 2018; 13.12.1.7 any contract, indenture or other instrument relating to the borrowing of money by or the incurring of any indebtedness of the Group Companies of more than EUR 250,000 (in words: two hundred fifty thousand euros) in the aggregate during calendar year 2017 or reasonably expected during calendar year 2018; 13.12.1.8 any contract providing for ”earn-outs”, ”performance payments“ or other similar contingent payments by any of the Group Companies for an amount, in each case pertaining to its business, in excess of EUR 250,000 (in words: two hundred fifty thousand eu...

Schedule 13. 16.3 contains a list and details of all insurance claims made by any member of the Sellers’ Group or a Group Company in respect of the Group Companies’ business in excess of EUR 100,000 (in words: one hundred thousand euros) during the three (3) years preceding the Signing Date.

Schedule 13. 14.1 contains a correct and complete list of all pension schemes of the Group Companies (“Pension Schemes”).

Schedule 13. 11 correctly and completely lists for each Target Group Company all (i) works council agreements (Betriebsvereinbarungen), (ii) general commitments (Gesamtzusagen), (iii) reconciliation of interest agreements (Interessenausgleiche), (iv) social plans (Sozialpläne), (v) collective bargaining agreements (Tarifverträge) including those entered into with any employers’ association (Arbeitgeberverband) or trade union, if any, as well as (vi) any other agreements or commitments restricting a Target Group Company’s statutory rights to dismiss employees or amend their terms of employment the (“Collective Agreements”).

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. 2 contains for each Target Group Company a correct and complete (and to the extent required by applicable Law anonymized) list of all of its Employees, pensioners, and independent contractors/self-employees as of the Signing Date, stating the following information: 13.2.1 for each Employee an employee number or comparable number which allows identification of that particular employee on the basis of further information held by that particular Target Group Company, position and job title, exempt status (for US Employees only), location, compensation (gross annual salary and commissions, bonuses, and other monetary benefits, if any), date of commencement of employment, weekly working hours, annual vacation, notice period for termination, and special legal protection against dismissal (Sonderkündigungsschutz), if any. Schedule 13.2.1 also lists any U.S. Employee who is absent from work due to a work-related injury, is receiving workers’ compensation, or is receiving disability compensation; 13.2.2 for each Target Group Company, each independent contractor/self-employee, a worker number which allows to identify that particular independent contractor/self-employee on the basis of further information held by that particular Target Group Company, and the capacity in which such independent contractor/self-employee is currently engaged, and, the date of commencement of the engagement; 13.2.3 for each pensioner: an employee or pensioner number which allows identification of that particular employee on the basis of further information held by exclusively by that particular Target Group Company, last position and job title, date of termination of employment, and the type and gross annual amount of any pension, old-age, retirement or similar benefits against the respective Target Group Company.

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. 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).