Schedule 3.12(b when delivered by Seller to Buyer reasonably promptly following the Closing, will list, for each Company Employee of the Company who is employed as of the Closing, the following information for the period from January 1, 2009 through the end of the last pay period prior to the Closing: (i) gross earnings; (ii) federal income taxes withheld; (iii) state income taxes withheld; (iv) state unemployment and disability taxes withheld; (v) federal unemployment taxes withheld; (v) FICA taxes withheld; and (vi) 401(k) contributions withheld.
Schedule 3.12(b sets forth an accurate, true and complete list of all agreements, whether oral or written, express or implied, including, without limitation, assignments, licenses, options, franchise, distribution, marketing and manufacturing agreements, sponsorships, project agreements, collaboration agreements, joint development agreements, agreements not to enforce, consents, settlements, security interests, liens and other encumbrances or mortgages, and any amendments(s) renewal(s), novation(s) and termination(s) pertaining thereto, pursuant to which the Company has the legal right to exploit Intellectual Property that is owned by another Person or a Third Party. To the Assignors’ Knowledge, there are no unpaid fees or royalties under any agreement listed on Schedule 3.12(b) that have become due, or are expected to become overdue, as of the Closing Date, except as disclosed on Schedule 3.12(b).
Schedule 3.12(b contains a complete and accurate list of all Subject Employees as of the Execution Date. The Subject Employees represent the entirety of the individuals whose employment materially involves providing services principally related to the management or operation of the Compression Business.
Schedule 3.12(b sets forth a list of all real property leases, licenses, permits, subleases and occupancy agreements, together with all material amendments thereto, in which either of the Company or its Subsidiaries has a leasehold interest or similar occupancy rights, whether as lessor or lessee, and (i) are material to the operation of the Company and its Subsidiaries, taken as a whole, or (ii) involve payments of base rent by the Company or its Subsidiaries in excess of $500,000 per year (each, a “Lease” and collectively, the “Leases”; the property covered by Leases under which either of the Company or its Subsidiaries is a lessee is referred to herein as the “Leased Real Property”; the Leased Real Property, together with the Owned Real Property, collectively being the “Company Property”). The Company or its Subsidiaries enjoys peaceful and undisturbed possession of, the Leased Real Property pursuant to the Leases. No option has been exercised under any of such Leases, except options whose exercise has been evidenced by a written document, a true, complete and accurate copy of which has made available to Parent with the corresponding Lease.
Schedule 3.12(b hereto contains a complete and accurate list of all Company Intellectual Property included in clauses (i), (ii) and (iv) of the definition of Intellectual Property. Schedule 3.12(b) contains a complete and accurate list of all licenses, franchises and other rights granted by the Company or any Subsidiary to any Person with respect to any Company Intellectual Property that is owned by the Company and all licenses, franchises, and other rights granted by any Person to the Company or any Subsidiary with respect to any Company Intellectual Property (for this purpose, excluding so-called “off-the-shelf” products and “shrink wrap” software licensed to the Company or any Subsidiary in the Ordinary Course of Business and easily obtainable without material expense) identifying the subject Company Intellectual Property (collectively, the “IP Licenses”). Neither the Company nor any Subsidiary is required to pay any royalties or other compensation to any third parties in respect of its ownership or use of any Company Intellectual Property, other than payments in the Ordinary Course of Business for so-called “off-the-shelf” products or “shrink wrap” software.
Schedule 3.12(b hereto sets forth a list of all leases or similar agreements relating to any Entity's use or occupancy of real property owned by a third party ("Leases"), true and correct copies of which have previously been furnished to Buyer, in each case setting forth (i) the lessor and lessee thereof, and (ii) the street address of each property covered thereby (the "Leased Premises"). No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any of such Leases by the Entities. None of the Entities has since March 7, 2008 received written notice of any claimed abatements, offsets, defenses or other bases for relief or adjustment under any of the Leases.
Schedule 3.12(b completely and accurately describes all leases and subleases of real property used by or held for use by the Company in connection with the business of the Company (the “Leases”), together with a description of all buildings and material fixtures and improvements erected thereon.
Schedule 3.12(b contains a complete list of all United States and foreign trademarks, service marks and trade names (whether registered or not) and registrations and applications for registration thereof, patents and patent applications, domain name registrations, and registered and material unregistered copyrights, including without limitation computer software or sui generis databases, owned by or used by the Company or any Company Subsidiary that are material to the Business, other than off-the-shelf commercial software licensed to the Company or any Company Subsidiary for less than $5,000.
Schedule 3.12(b contains a list of each Company Plan. Neither the Acquired Entities nor any other Person has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Plan in any material respect, other than with respect to a modification, change or termination required by ERISA or the Code.
Schedule 3.12(b lists (i) the street address of each parcel of real property or portion thereof leased (as lessee) by any Seller or any Transferred Subsidiary (each, a “Leased Real Property” and collectively, the “Leased Real Properties”, and together with the Owned Real Properties, the “Real Properties”), and (ii) a description (including document name, date, parties and any amendments) of each lease (each a “Real Property Lease”) in effect with respect to each Leased Real Property.