APPENDIX 5.1. 28.1 to this AGREEMENT contains a complete and accurate list of all intellectual property rights (patents (Patente), trademarks (Xxxxxx), utility models (Gebrauchsmuster), design patents (Geschmacksmuster), copyrights (Urheberrechte), software and other intellectual property rights as well as rights to domain names), which are owned by the COMPANY or its SUBSIDIARIES or for which an application for registration has been filed by the COMPANY or its SUBSIDIARIES, as well as rights to which the COMPANY or its SUBSIDIARIES have been granted a right to use (Nutzungsrecht), including a list of license agreements, but excluding licenses for off the shelf products or shrink wrap used by the COMPANY or its SUBSIDIARIES (the “INTELLECTUAL PROPERTY RIGHTS”). Except for the INTELLECTUAL PROPERTY RIGHTS listed in APPENDIX 5.1.28.1, the COMPANY or its SUBSIDIARIES do not use other intellectual property rights for their business operation or the sale of its products and services. The COMPANY or its SUBSIDIARIES have the necessary INTELLECTUAL PROPERTY RIGHTS for their business operation or the sale of its products and services as listed in APPENDIX 5.1.28.1 hereto and have made all required license payments in connection with the INTELLECTUAL PROPERTY RIGHTS. All material rights in employee inventions were validly transferred to the COMPANY or its SUBSIDIARIES and there are no outstanding payments in compensation for the transfer of Table of Contents such rights. No compensation claim pursuant to the German Employees Inventions Act (Arbeitnehmererfindungsgesetz) or any similar law has been or is to the KNOWLEDGE of the SELLERS likely to be asserted against the COMPANY or its SUBSIDIARIES unless stated in APPENDIX 5.1.28.2. Copyright licenses in the music and content areas (Musikbereich und Contentbereich) are of material importance to the business operations of the COMPANY and its SUBSIDIARIES and the COMPANY and its SUBSIDIARIES have concluded numerous license agreements in these areas to secure its offer-portfolio (Angebots-Portfolio) to customers. The COMPANY and its SUBSIDIARIES are not dependent on any single music or content provider with which they have concluded a license agreement. The COMPANY and its SUBSIDIARIES have developed INTELLECTUAL PROPERTY RIGHTS for the business operations of the COMPANY and its SUBSIDIARIES. Such development took place solely by employees of the COMPANY and its SUBSIDIARIES with employment contracts defining the development of such ...
APPENDIX 5.1. 34 to this AGREEMENT contains a complete and accurate list of all members of the management board (Vorstand), managing directors (Geschäftsführer) and employees of the COMPANY and its SUBSIDIARIES (the “EMPLOYEES”) as well as their gross salaries (including potential maximum bonus entitlements), their STOCK OPTIONS, their age and the starting day of their employment. The COMPANY and its SUBSIDIARIES have no further remuneration obligations towards EMPLOYEES other than those stated in APPENDIX 5.1.34. The COMPANY has observed the employment law principle of equal treatment (arbeitsrechtlicher Gleichbehandlungsgrundsatz). None of the EMPLOYEES in the list which are marked as important have informed the COMPANY or the SELLERS of their intention to terminate their employment with the COMPANY or its SUBSIDIARIES. There are no labor disputes nor, to the KNOWLEDGE of the Table of Contents SELLERS, are such disputes imminent. As far as the COMPANY utilizes or has utilized the services of free lancers (freie Mitarbeiter), subcontractors or other companies, these persons are not considered or deemed EMPLOYEES of the COMPANY or its SUBSIDIARIES or mock self-employed persons (Scheinselbständige).
APPENDIX 5.1. 59.1 to this AGREEMENT contains a complete, accurate and current list of all participations (Beteiligungen) the COMPANY holds in other companies including but not limited to companies as defined in Section 290 para 2 of the German Commercial Code (HGB) (Tochterunternehmen) (these Tochterunternehmen referred to as the “SUBSIDIARIES”) and the COMPANY is not obligated to acquire any other participation. APPENDIX 5.1.59.2 to this AGREEMENT contains a complete, accurate and current list of all participations (Beteiligungen) the SUBSIDIARIES hold in other companies including but not limited to companies as defined in Section 290 para 2 of the German Commercial Code (HGB) (Tochterunternehmen). The SUBSIDIARIES are duly incorporated and existing under the applicable laws and the COMPANY holds legal title to and is the beneficial (wirtschaftlicher) owner of its shares in the SUBSIDIARIES and Zingy, Inc. The shares of the COMPANY in the SUBSIDIARIES and Zingy, Inc., are free of any encumbrances or other rights of third parties. In particular, there exist no liens (Pfandrechte), life interests (Niessbräuche), trustee agreements (Treuhandverhältnisse), silent partnerships (stilleGesellschaften), sub participations (Unterbeteiligungen) or comparable rights of third parties, nor do restitution rights, pre-emption rights or options or other rights to purchase the shares in the SUBSIDIARIES exist. There are no agreements or rights to acquire or subscribe for any of the capital stock or other securities of the SUBSIDIARIES or Zingy, Inc., unless listed in APPENDIX 5.1.59.3. No shareholders resolutions exist amending the articles of association of the SUBSIDIARIES which are attached as APPENDIX 5.1.59.4 except those listed in APPENDIX 5.1.59.5 and no legal acts exist which would require registration in the commercial register of a SUBSIDIARY but have not yet been registered, except those listed in APPENDIX 5.1.59.5. The share capital (Grundkapital/Stammkapital) of the SUBSIDIARIES has been properly paid in full. No concealed non-cash capital contributions (verdeckte Sacheinlagen) have been made. No repayments (Rückzahlungen) of the share capital have been made, whether open or concealed. There are no other shareholders in the SUBSIDIARIES apart from the COMPANY, unless listed in APPENDIX 5.1.59.6. With respect to the SUBSIDIARIES, all provisions of the German Limited Liability Company Act (GmbHG) and other applicable laws have been complied with, in particular (without limi...
