Schedule 8. 1.21 hereto is a complete listing of each capitalized and operating lease of each Borrower and each of its Subsidiaries on the date hereof that constitutes a Material Contract. To Borrowers’ Knowledge, each Borrower and each of its Subsidiaries is in substantial compliance with all of the material terms of each of its respective capitalized and operating leases and there is no basis upon which the lessors under any such leases could terminate same or declare such Borrower or any of its Subsidiaries in default thereunder.
Schedule 8. 7. Schedule 8.7 to the New Credit Agreement is hereby amended to read as set forth as Schedule 8.7 to this TRR Agreement.
Schedule 8. 12. The Schedules to the Purchase Agreement are hereby amended by adding Annex C as Schedule 8.12 of the Purchase Agreement, and such Schedule shall be deemed for all purposes to have been delivered as of the date of the Purchase Agreement.
Schedule 8. Car Club Contribution 1 In this Schedule 8 unless the context requires otherwise the following words and expressions shall have the following meaning: Car Club means the car club or car sharing scheme whereby residents of the Development and the general public can use vehicles on a pay-on-use basis; Car Club Contribution means the sum of £22,574.33 (twenty two thousand five hundred and seventy four pounds and thirty three xxxxx) Indexed in accordance with clause 7 to be paid by the Owner for the Council to use towards the provision of two Toyota Yaris hybrid vehicles (or similar) to be used as part of a Car Club for a period of two years; Car Club Operator means an operator of a Car Club who will be responsible for the operation and management of the Car Club and Car Club Spaces including bookings and charges; Car Club Spaces means the two car parking spaces within the Application Site as shaded yellow on the plan labelled "Car Club Spaces Plan" and annexed to this Agreement at Appendix 7 or as otherwise agreed. 2 The Owner hereby covenants with the Council:
Schedule 8. 2(a)-2. The P&S is hereby amended by deleting Schedule 8.2(a)-2 in its entirety and replacing it with Exhibit H attached hereto.
Schedule 8. 5 to the Loan Agreement shall be and is hereby amended and restated, in its entirety, by Schedule 8.5 annexed hereto.
Schedule 8. 1.1(k) sets forth a list of all employees of Seller regularly engaged in the management, operation, and construction activities of Seller relating to the Property (“Employees”). Buyer shall not assume any obligations of Seller (whether based upon contract or implied by law or otherwise) relating to the Employees, and Buyer shall have no obligation to hire any of the Employees upon Closing; provided, that Buyer shall have the right, after expiration of the Inspection Period, to solicit applications for employment from the Employees (or any of them), it being understood that all terms and conditions of employment offered by Buyer shall be in Buyer’s sole discretion. During the Inspection Period, Buyer will designate the Employees with whom Buyer would like to discuss employment. Buyer shall not communicate with any Employees except Xxxx XxXxxxx, Xxx Xxxxxxx, and Xxx Xxxx regarding their employment with Buyer or Seller without the prior written consent of Seller. After expiration of the Inspection Period, Seller shall cooperate with Buyer to further Buyer’s efforts to enter into employment agreements with the Employees. Buyer has no obligation under this Agreement to provide benefits to any or all Employees it hires. However, if Buyer provides benefits to Employees, then Buyer shall take the following actions in order to preserve Employee benefits to the extent possible after Closing, if and to the greatest extent allowed by the various plan and benefit providers, and only if such actions cause no additional expense to Buyer not compensated by Seller at Closing: (a) If Buyer offers Employees it hires a group health plan, then it will waive all pre-existing condition limitations and waiting periods for coverage, and Buyer’s health plan will credit all payments made by the Employees it hires towards deductible, co-payment, and out-of-pocket limits under Seller’s health care plans for the plan year that includes the Closing Date; and (b) If Buyer offers Employees it hires a qualified retirement plan, then it will give each such Employee credit for his or her past service with Seller as of the Closing Date for purposes of eligibility and vesting, but not for benefit accrual purposes, and will allow Employees to roll over distributions from Seller’s 401(k) plan to Buyer’s retirement plan. Seller shall remain responsible for any pre-Closing employee benefits, bonus plans, termination plans, and any other employee benefit plan applicable to the Employees, and also f...
Schedule 8. 16.1(a) contains a list – which is complete and correct with respect to all information as of the Signing Date – of all officers, managing directors and employees (including members of the senior management (leitende Angestellte), apprentices and part-time employees) of the Company, position and job, date of birth, employment start date, sex, gross annual salary, gross annual compensation benefits (including all bonuses and other similar incentives), deferred compensation claims (Entgeltumwandlung), claims for payment in lieu of vacation, weekly working hours, and the term or period of notice for termination of employment. Employees who enjoy special legal protection against dismissal are identified, specifying the legal justification for such protection (e.g., maternity or post-birth parental leave (Elternzeit), severe disability). Complete and precise copies of the standard employment contracts for the employees of the Company have been provided to the Purchaser and are attached hereto as Schedule 8.16.1(b).
Schedule 8. 2.10 hereto includes a list of all agreements with Third Parties related to the Products, including agreements related to the Development and Manufacture of the Products, in each case, that are in effect as of the Effective Date or that have post-termination obligations (other than solely obligations to keep information confidential or to restrict use thereof after termination) for Lightlake or the Third Party that are in effect as of the Effective Date (collectively, the “Relevant Contracts”). Lightlake has disclosed and made available to Adapt full and complete copies of all such Relevant Contracts to Adapt. Lightlake represents and warrants to Adapt that each Relevant Contract is a legal, valid, binding and enforceable agreement of Lightlake or one of its Affiliates, as applicable, and is in full force and effect, and neither Lightlake nor any of its Affiliates or, any other party thereto is in default or breach under the terms of, or has provided any notice of any intention to terminate or modify, any such Relevant Contract, and, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a breach thereof or a default thereunder or would result in a termination, modification, acceleration or vesting of any rights or obligations or loss of benefits thereunder.
Schedule 8. 2.11 sets forth a true, correct and complete list of the Patent Rights within Company Background IP existing as of the Effective Date and such schedule contains all application numbers and filing dates, registration numbers and dates, jurisdictions and owners;
