Annex 7. 18a) contains a true and complete list of all employees and freelancers of the Group Companies as at the date of this Agreement, including employment status (employee, freelancer or other) date of birth, title, the technical entry/commencement date, scope of employment (full time or part-time), notice period, annual base salary (including benefits in kind) and variable compensation (or hourly or other remuneration, as applicable), other benefits with monetary value, accrued overtime work and accrued vacation.
Annex 7. 3.13 (i) sets forth a true and a complete list and (ii) contains copies of all subordination agreements (Rangrücktrittserklärungen), which are, without changes or amendments, in full force and effect as of the Signing Date, subordinating the Intercompany Debt to the claims of all other subordinated creditors (Rangrücktritt i.S.d. § 39 Abs. 2 InsO) to which one or more of the Sellers and/or HoldCo are a party;
Annex 7. 2 contains a complete and accurate list of those members of the supervisory board of the Target Company who are employed or are a board member of any of any member of the 21st Group.
Annex 7. 15 (a) contains a list of (i) the service contract of the directors of the Company in force prior to the completion of the Transaction, (ii) any additional contracts entered into with him or offered to him and (iii) a list of any other benefits due, paid or granted to him by the Company, including interests in the profits, bonuses, option rights, premiums or profit-related bonuses of the Company.
Annex 7. 8.1 contains a list of those employees whom the Purchaser considers to be key employees (Key Employees). As of the Signing Date, no Key Employee has terminated his engagement. Purchaser has been provided with any and all current employment agreements with such Key Employees listed in no. 1 of Annex 7.8.1 and will be provided with the employment agreements of all other Key Employees after the Signing Date. Annex 7.8.1 sets forth the Seller’s obligation to transfer an employee of RefuSol to Seller or a Prettl Affiliate and assume such employee’s employment agreement and other obligations.
Annex 7. 8.2 contains a complete list of all collective bargaining agreements and works agreements (Betriebsvereinbarungen) of RefuSol Holding and RefuSol.
Annex 7. 1 is a complete and accurate list of all customers of the Company and the Subsidiaries, identifying the customer, the contractual duration, applicable rates, contractors and annual turnover in 2004 (“Customers”). All terms and conditions under which the Company or a Subsidiary provides services to Customers are fully and accurately stated in written agreements, all of which agreements are in full force and effect.
Annex 7. 3.2 contains a complete and correct list of (i) any and all Intellectual Property Rights owned by the Target Companies and (ii) the Seller IP Rights (collectively the "Group IP Rights"), indicating, where there is a limited period of protection, the date of expiry or next renewal. The Target Companies and the Seller are the sole and unrestricted owners of the Group IP Rights are entitled to unrestrictedly dispose of them. All Group IP rights are valid, unencumbered and have been fully used. There have been no cancellation, opposition or similar proceedings with regard to the Group IP Rights and there are no circumstances which would justify any such proceedings, nor are such circumstances impending. Any and all application and renewal fees have been fully and timely paid and any other action or payment necessary in order to establish, maintain or defend the Group IP Rights has been taken or paid. None of the Group IP Rights violate, to the Seller's Best Knowledge, any rights of third parties and none of the Group IP Rights are violated by any rights of third parties.
Annex 7. 4.2 contains a complete and correct list of all land and buildings used by any of the Target Companies under legally valid and enforceable lease agreements (hereinafter referred to as the "Leases"). Annex 7.4.2 also sets forth the lessors' names and in each case a brief description of the premises covered by the Leases, the rental payable thereunder and the term (including any extensions available). To the Seller's Best Knowledge, the rentals of the Leases are market standard. All obligations under any other terms of the Leases have been fully, duly and timely performed and complied with, and the Leases have not been cancelled, otherwise terminated or materially amended or modified within the past four months prior to the date of this Agreement. In particular, the consummation of the transactions contemplated herein will not give the respective counterparty to the Leases any right to terminate the respective Leases. There are no circumstances of any kind which would make it appear reasonably likely that the Target Companies may not be able to continue the use of the land and buildings listed in Annex 7.4.2 through the expiration of the current term of the respective Leases.
Annex 7. 9.1 contains a complete and correct list of all insurances taken out by, or for the benefit of, the Target Companies, their assets, business operations, managing directors or employees (showing as to each policy (Versicherungsschein) or binder (Deckungsbestätigung) the carrier, policy number, coverage limits, expiration dates, annual premiums and a general description of the type of coverage provided). Such insurances cover all risks required by law to be covered (Pflichtversicherungen) as well as, to the Seller's Best Knowledge, on a usual scale, all risks usually covered by companies engaged in similar industry sectors as, and of a comparable size to, the Target Companies. In particular, without limitation, the Real Estate, the Leases and the Superstructures are insured against all customary risks such as fire, flood, storm and burglary. All insurance contracts are valid, subsisting and enforceable on part of the Target Companies, and there have not been any material amendments or modifications to such insurance contracts within the past 6 months prior to the date of this Agreement. Both the respective policy holder and, to the Seller's Best Knowledge, the insurer have timely, duly and completely fulfilled all their obligations under the respective insurance policies.
