Annex 10 Sample Clauses

Annex 10. 14.1 sets forth a list of the 10 (in words: ten) largest suppliers and the 10 (in words: ten) largest customers of Target in terms of the aggregate amounts paid to or by Target during the 12 (in words: twelve) month period preceding the Signing Date, any contract which involves the payment to or by Target in excess of EUR 25,000.00 (in words: Euro twenty-five thousand) per year and any customer contracts which involves a payment to Target in excess of EUR 25,000.00 (in words: Euro twenty-five thousand) per year and, in each case, specifies the amount of Target's services or goods purchased or sold, as the case may be, accounted for by each such supplier or customer during such period. As of the Singing Date, none of such suppliers and customers has cancelled, substantially amended or otherwise terminated or threatened to cancel, substantially amend or otherwise terminate its relationship with Target or, to the Best Knowledge, to materially decrease or limit the volume of business it conducts with Target.

Annex 10. 11.2 contains a complete and correct list of all managing directors, Employees and freelancers of Target, such list indicating the correct classification as managing director, Employee' and freelancer, position/function, place of work, local operation to which the individual belongs, birth date, existence and nature of all ancillary agreements, side letters, waivers and similar documents, entry date, monthly salary, variable remuneration, which pension scheme applies, whether any change of control clauses or non-compete clauses apply, which of the collective employment agreements apply to the Employee and whether, to the Best Knowledge, the employment is dormant. Annex 10.11.2 further indicates the number of Employees which, to the Best Knowledge, are in a special situation (e.g. probationary, part-time, fixed term, maternity/paternity, handicap, works council) or have any special protection against dismissal.

Annex 10. 11.1 contains complete and correct copies of all current service contracts of Target’s managing directors, officers and holders of a registered commercial power of representation (Prokuristen), all the additional agreements or amendments concluded with or offered to them. Annex 10.11.1-2 contains a list of all special rights or other benefits owed, paid or offered to them by Target, including bonuses, option rights, premiums or profit-orientated bonus payments. No payments or other benefits have been made or are owed to any managing directors, officers or holders of a registered commercial power of representation beyond what has been agreed upon in writing in the documents contained in Annex 11.13(a).

Annex 10. 9.2 sets out a complete and accurate list of all domain names owned by Target, including when the domain names were first registered and the date of the next annual payment. Each of Target’s websites contain legal disclaimers and privacy policies that, in accordance with industry practice, are customarily contained on websites similar to any of Target’s websites.

Annex 10. 6.1 contains a correct and complete list of all of the agreements listed below (together the "Material Agreements") to which the Company is a party and the main obligations have not been completely fulfilled, setting out for each Material Agreement the type of agreement, the parties, date of conclusion, term and any ancillary agreements: a) the 3 (three) largest suppliers, the 10 (ten) largest customers and the 5 (five) largest distributors/partners of the Company based on the cost or revenues, as applicable, of the past financial year, as well as all those suppliers of the Company for whose goods and services there is no alternative source of supply on comparable terms; b) agreements for the acquisition, sale, transfer or disposal over equity interests or business units; c) joint venture, syndicate, shareholder, partnership or other cooperation agreements with third parties; d) guarantees, sureties, assumptions of debts, security agreements, comfort letters, indemnities or similar instruments granted by the Company for any liabilities of any Seller or any third parties; e) agreements regarding swaps, options, forward sales or purchases, futures and other financial derivatives; f) advertising, franchise and marketing agreements with an annual volume exceeding EUR 50,000.00; g) agreements to sell, transfer, lease or dispose over any assets owned by the Company with a market value exceeding, in each case EUR 50,000.00; h) consultancy agreements (excluding tax or legal advisors) providing, in each case, for annual payments exceeding EUR 50,000.00; i) agreements containing restrictions of competition of any kind or obligations to pay contractual penalties exceeding EUR 50,000.00; j) continuing obligations (Dauerschuldverhältnisse) (except supplier and customer contracts in the ordinary course of business) with an annual volume exceeding EUR 50,000.00 that cannot be terminated by ordinary notice of the Company within 12 months at the latest.

Annex 10. 9.1 hereto contains a complete list of all of InterCard's and the Subsidiaries' contracts relating to an obligation or benefit in excess of DM 100,000 at one time or per year (the "Material Contracts").

Annex 10. 6.2 contains a list of all lease agreements regarding real property, including ground lease or building lease, providing for an annual rent in the excess of US$ 50,000.

Annex 10. 11.12 contains a complete and correct description of all works customs (betriebliche Übungen) and general promises (Gesamtzusagen) in the excess of EUR 1,000.00 (in words: Euro one thousand) per Employee per year. There are no guidelines (Richtlinien) applicable to Target.

Annex 10. 6.3 contains a true and complete list setting forth (on an anonymous basis) all employees of the Company (including executive employees, trainees, part-time employees and new hires but excluding the Transferred Employees) and the principal terms of their contract as of May 31, 2022 including: a) Their position/ job title; b) their current remuneration (including benefits provided or which the Company is bound to provide to them or their dependents, whether now or in the future, details of shift and any other allowances, and any entitlement to performance-related remuneration); c) the commencement date of each contract; d) the length of notice necessary to terminate each contract or, if a fixed term, the expiry date of the fixed term and details of any previous renewals; e) the type of contract (whether full or part-time or other); f) any country in which the employee works or performs services and/or is paid, if the employee – outside of business travels – works or is paid outside Germany; and g) the law governing the contract, if agreed in the contract.