Annex 7 Sample Clauses

Annex 7. 1 contains a sample calculation of the Effective Date Cash, the Effective Date Debt as well as the Effective Date NWC Deviation. The Parties agree that any effects resulting from or connected with the receipt of the HSP 1 Amount and the HSP 2 Amount and the HSP Matter on the calculation of the Share Purchase Price as set forth in this clause 7.1 and its respective annexes Seite 21 von 83

Annex 7. 2.11(1) lists all collective labor agreements and works agreements entered into by the Target or the Material Companies in the three (3) years prior to the Effective Date that are still in force or under which any material obligations incumbent on the Target or a Material Company remain outstanding.

Annex 7. 11.1.a contains, with respect to all details, a complete and correct list of all managing directors (Geschäftsführer), members of supervisory or similar corporate bodies and employees (including apprentices and part-time employees) of the Target Companies, including relevant information on the respective position/occupation, gross annual salary, gross annual remuneration including bonuses or other incentives. Employees enjoying specific dismissal protection are indicated specifying the legal basis of such dismissal protection (such as maternity/paternity leave or severe disability). Copies of all standard employment agreements used for the employees of the Target Companies are included in Annex 7.11.1.b.

Annex 7. 11.1 contains a complete and correct list of all collective bargaining agreements (including firm wide collective bargaining agreements) and works agreements valid and in force at the Target Group Companies.

Annex 7. 13.1 contains a list of all the Companies’ bank accounts and of the powers to draw on the respective accounts.

Annex 7. 2.7(1) contains a list of patents, trademarks and other registered intellectual property rights owned by the Target and/or the WILD Flavors Companies (the Intellectual Property Rights). To the Sellers’ Knowledge, the Target and/or the WILD Flavors Companies own, or hold appropriate licenses in, all material registered intellectual property rights which are necessary and sufficient to carry out the WILD Flavors Business substantially in the same manner as conducted prior to the Signing Date and such rights are free from encumbrances, restrictions or third party rights materially affecting the Target’s or the WILD Flavors Companies’ ability to conduct their business in such manner. EXECUTION COPY

Annex 7. 2.5(1) includes a correct and complete list of all material pending (anhängige) cases of litigation of the Target and the Material Companies, either before a court or an arbitration tribunal (gerichtliche Rechtsstreitigkeiten und Schiedsverfahren).

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. 10.1 contains a complete and -- with respect to all details included therein -- correct list of all material agreements (Verträge von grundlegender Bedeutung) (whether express or implied and whether entered into in writing or orally, in each case as amended) the Target Companies are party to and which have not yet been fully performed -- Including any secondary, accessory, contingent or future obligations -- by all parties to these agreements (hereinafter collectively referred to as the "Material Agreements" and each of them as a "Material Agreement"), organized by reference to the categories indicated below and falling within one or more of such categories. Each Material Agreement is listed in the appropriate category or categories, including details specifying the respective counterparties, material obligations and considerations (in particular, without limitation, with respect to payment obligations), term and period of notice: (1) agreements relating to the acquisition, sale or encumbrance of real estate or rights similar to real estate; (2) agreements relating to the acquisition or sale of fixed assets, with a value of EUR 25,000 or more in the individual case, and agreements relating to the acquisition or sale of enterprises, businesses or parts thereof; (3) loan or other credit agreements entered into by a Target Company as lender or borrower (except for customary extensions of payment periods for receivables or payables granted or received in the ordinary course of business) as well as factoring agreements; (4) guarantees, personal guarantees (Bürgschaften), assumption of debt (Schuldübernahme, Schuldbeitritt), comfort letters or similar legal instruments of any kind issued by the Target Companies; (5) joint venture, consortium, cooperation or similar agreements with third parties as well as any agreements which may have a restrictive impact on competition; (6) agreements or obligations which have been entered into or incurred outside the ordinary course of business; (7) agreements between and among Target Companies; agreements between Target Companies on the one hand and the Seller and/or their Affiliated Companies or Seller's Guarantors or their spouses or relatives on the other hand; (8) employment agreements, service agreements or agreements with advisors or consultants providing for an annual remuneration of EUR 25,000 or more in the individual case; (9) customer agreements having an annual value of more than EUR 50,000; (10) other agreements ...