Annex 10 Sample Clauses

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. 6.2 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. 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. 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 list of all real property owned by the BOMAG Group Companies. The BOMAG Group Companies have title to all such property free and clear of all Encumbrances except for Permitted Encumbrances and except as disclosed in such Annex.

Annex 10. 7.4 contains a true and complete list setting forth the Owned Intellectual Property that is not Registered Owned Intellectual Property ("Unregistered Owned Intellectual Property") and that is material to the Business, namely a general description of use-based trademarks and tradenames for Company’s products or services, software ("Company Software"), and proprietary technical information other than trade secrets in source code of the Company Software, in each case indicating any co-owners.

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. 15.1 contains a complete and correct list of all legal relationships (Rechtsverhältnisse), whether or not entered into or created in the Ordinary Course of Business, to which a) Target, any branch, any managing director, officer or Employee of Target on the one hand; and b) any Seller or any Related Party of a Seller on the other hand, is a party (collectively “Related Party Transactions”). Each Related Party Transaction has been concluded at arm's length.