Annex 6. 16 hereto lists each ------------ Subsidiary of Holdings and of the Borrower (and the direct and indirect ownership interest of Holdings therein), in each case existing on the Amended and Restated Credit Agreement Effective Date. Holdings and the Borrower will at all times own directly or indirectly the percentages specified in said Annex 6.16 of the outstanding capital stock of all of said entities except to the extent otherwise permitted pursuant to Section 8.2.
Annex 6. 1 is a complete and accurate list of all tangible and movable assets (roerende zaken) owned by the Company or any Subsidiary (“Assets”). Neither the Company nor the Subsidiary owns any real property (onroerende zaak). The Assets are free and clear of any Encumbrance, including but not limited to any priority or pre-emptive right or any purchase or option agreement. The title to the Assets has only been retained by third parties to the extent that any reservation of title (eigendomsvoorbehoud) has been agreed upon between the Company or any of the Subsidiaries and the relevant supplier in the ordinary course of business. The Assets are in good repair and condition, in satisfactory working order and fit for the purpose for which they are currently used, normal wear and tear excepted.
Annex 6. Common Software that must be supported The following schedule lists the Common Software that must be made available by all LCG Institutions. It also shows as far as possible the support arrangements for each software item. In agreement with the LHC Experiments, the management of the LCG Collaboration shall decide on the evolution from this starting point. In preparation - to be provided before April 2005
Annex 6. 2.6(b) (Key Employees) contains, as of the Announcement Date, a true and correct list of all employees and managing directors of the Group Companies who form part of the so-called European Leadership Team (such employees collectively the Key Employees and each a Key Employee). Except as set forth in Annex 6.2.6(b) (Key Employees), as of the Announcement Date, none of the Key Employees has given notice of termination of his or her employment or is under notice of dismissal or had his or her employment terminated without notice. To the Seller’s Knowledge, no Key Employee communicated in writing his or her intention to terminate his or her employment relationship.
Annex 6. 2.6(c) (Labor Disputes) contains, as of the Announcement Date, a true and correct list of all pending (rechtshängig) labor disputes with employees and former employees and managing directors with respect to each of the Group Companies and – to the Seller’s Knowledge – labor disputes against the Group Companies which have been threatened in writing, in each case with an (expected) amount in dispute in excess of EUR 50,000.00 (in words: fifty thousand euros). No material claims for remuneration or working time adjustments and no claims under the German Equal Treatment Act (AGG) and similar claims in other jurisdictions exist on the part of employees or former employees.
Annex 6. 21.1 contains a list of the Company's employees and officers which includes the following full and accurate details for each of them as at the present date: (i) name and age, (ii) place of work, job title, classification, status and nature of the employment contract, (iii) current basic salary or pay (including all benefits) and principles applicable for determining the variable part or bonus, (iv) date of commencement and length of service (v), length of notice period, severance pay or other provisions applicable if that person ceases to be an employee or officer for any reason whatsoever (if these terms are more favourable than those resulting from the Laws and Regulations or from collective agreements as described in Annex 6.21.8), (vi) other benefits resulting neither from the Laws and Regulations nor from collective agreements as described in Annex 6.21.8 and (vii) as far as the Company's officers are concerned, their date of appointment, their term of office and any power limitations.
Annex 6. 21.8 lists or provides a copy, in a full and accurate manner, of the following documents where they are applicable to the Company's employees and officers (or some of them): (i) industry-wide agreements and interprofessional agreement and, where different from those referred to in (ii) below, company-level agreements and other collective agreements, (ii) the Employee Benefit Plans applicable, indicating, for each Employee Benefit Plan, whether it operates for the benefit of all or only some of the Company's employees, (iii) other agreements with an employee representative body or trade union, (iv) remuneration systems, including allowances, bonuses, commissions and benefits in kind, enjoyed by all or only some of the Company's employees and officers and (v) any unilateral custom or agreement granting benefits exceeding those resulting from the Laws or Regulations or the agreements mentioned in (i), (ii), (iii) or (iv) above. Each Employee Benefit Plan has been managed and administered in accordance with its terms and each Employee Benefit Plan that may enjoy a special Tax regime meets the criteria required to enjoy that regime. No Employee Benefit Plan relating to retirement or post-retirement benefits consists of a defined benefits plan or includes any defined benefit.
Annex 6. 2.1 sets forth financial information on the Consolidated Subsidiaries as of December 2000 which was used by Seller in preparing the 2000 Consolidated Financial Statements. The 2000 Consolidated Financial Statements are true, correct and in accordance with the books of account and records of Seller, representing fair and accurate presentations of the financial position and results of operations of Seller as of December 31, 2000 for the year then ended, prepared in accordance with German GAAP (except for pension liabilities and obligations accounted for under German GAAP but measured in accordance with FAS 87) and applied on a basis consistent as previously applied by Seller in preparing the Consolidated Financial Statements. Complete copies of the 2000 Consolidated Financial Statements of Seller have been delivered by Seller to Buyer.
Annex 6. 2 is a complete and accurate list of all tangible movable and immovable assets (roerende en onroerende zaken) in use by the Company or any Subsidiary on any basis other than ownership (“Leased Assets”). The Company or the relevant Subsidiary, as the case may be, holds full title and authority to use such Leased Assets in the manner used as of the Closing Date pursuant to valid and binding agreements. All such Leased Assets are in good repair and condition, in satisfactory working order and fit for the purpose for which they are currently used, normal wear and tear excepted.
Annex 6. 2 contains the statements and guarantees concerning the financial year in question that the Promissory Seller shall make to the Promissory Buyer in the relevant Purchase and Sale Agreements (hereinafter referred to as the “Statements and Guarantees”) in connection with the Matchmind Group Companies, their business, operations and assets. The Promissory Seller hereby states that the Statements and Guarantees are true, accurate and complete on the Date of Execution, without omitting any fact or circumstance that may alter, restrict or condition their contents and scope.
