Exhibit 7 Clause Samples
Exhibit 7. 2.8 contains a complete list of the following agreements in force to which TRIP and/or its Controlled Companies are parties (together, the “TRIP Relevant Agreements”):
(i) Any agreement or set of agreements of the same nature (including those entered into with clients, vendors, brokers, consultants, service providers, agents or distributors) which, individually, involve the payment or receipt by TRIP and/or by its Controlled Companies of any amounts in excess of R$1,000,000.00 (one million Brazilian Reais) per annum;
(ii) Any agreement containing any covenant or commitment which restrains TRIP’s and/or its Controlled Companies’ freedom to compete in any market segment or business activity or with any Person in any geographical area, or which, by its own terms, restrains TRIP’s and/or its Controlled Companies’ freedom to operate in any market segment, or which requires TRIP and/or its Controlled Companies to distribute or use any technology, product or service on an exclusive basis;
(iii) Any agreement providing for the concession to third parties of the right to operate, in whole or in part, the businesses of TRIP and/or its Controlled Companies or establishing the assignment of any portion of the revenues of TRIP and/or its Controlled Companies;
(iv) Any agreement entered into with any manager, officer, collaborator or employee of TRIP and/or its Controlled Companies;
(v) Any leasing, lease, sublease or free lease agreement entered into with any Person to which TRIP and/or its Controlled Companies is bound as a principal, lessor, sublessor, free lessor, lessee, sublessee, free lessee or guarantor;
(vi) Any financial agreements, including any facility, loan, credit, vendor, investment or derivative agreements, which jointly or individually result in an obligation for TRIP and/or its Controlled Companies at an amount in excess of R$1,000,000.00 (one million Brazilian Reais) per annum;
(vii) Any agreement for the creation of any Lien on any property and/or asset of TRIP and/or of its Controlled Companies;
(viii) Any agreement for the purchase, sale or transfer, on any account, of any property and/or asset that is or may be included in TRIP’s and/or its Controlled Companies’ assets;
(ix) Any agreement containing any provision in regard to a right of first refusal on the acquisition of any property or asset owned by a third party or by TRIP and/or its Controlled Companies;
(x) Any joint-venture, consortium or other agreement providing for the creation of a com...
Exhibit 7. 15.1 contains a true, correct and complete list of Employees’ and directors’ benefit plans that are in addition to what applicable Law requires, including without limitation all pension, retirement, medical, stock option, severance, change-in-control or “golden parachute”, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other Employee benefit plans, programs, policies or other arrangements, under which any Employee, director or consultant of the Educational Institutions.
Exhibit 7. 6.1 (i) includes for each Company a correct and complete list of all patents, utility models (Gebrauchsmuster), registered designs (Geschmacksmuster), trademarks (▇▇▇▇▇▇), domain names and software protection rights and applications with respect to such rights (“IP Rights”) owned by such Company (“Own IP Rights”). Except as shown in Exhibit 7.6.1 (ii), the Companies have not entered into license agreements as licensor with respect to any of its IP Rights or have otherwise granted other rights of use to third parties. The Companies are also under no obligation to grant any such rights of use.
Exhibit 7. 9.1 includes a correct and complete list of all insurance policies maintained and in force by or on behalf of the Companies. No insurance policy will lapse or otherwise be affected as a result of or in connection with the execution or consummation of this Agreement.
Exhibit 7. 3.1 contains for each Company a complete and correct anonymized list of all employees (“Employees”) as at the Signing Date and sets forth their positions, salaries, bonus entitlements for the most recent financial year as well as terms and notice periods.
Exhibit 7. 6.3 includes for each Company a correct and complete list of all IP Rights licensed or sub-licensed by any third party to such Company as at the Signing Date (“Licensed IP Rights”), except for off the shelf software licenses that are generally available to business customers for which any Company pays less than EUR 5,000.00 per year (per agreement). As at the Signing Date, all underlying license agreements regarding Licensed IP Rights are in full force and effect and enforceable against the licensor in accordance with their terms. The Companies have duly used, and are currently duly using, the Licensed IP Rights.
Exhibit 7 hereto is a complete listing of all capitalized and operating personal property leases of each Borrower and its Subsidiaries and all real property leases of each Borrower and its Subsidiaries. Each Borrower and each of its Subsidiaries is in full compliance with all of the terms of each of its respective capitalized and operating leases, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect.
Exhibit 7. 14(a)-1 hereto sets forth a complete and accurate list of all employees, including directors and officers, part-time employees, employees from temporary employment agencies, employees with pending employment agreements, or employment agreements with a fixed term of the Companies (collectively referred to herein as the “Employees”), including in each case their current position, total current annual compensation (including bonus or other payments), the type of standard employment agreement used, outstanding promises of additional remuneration, contractual entitlement to a severance payment, actuarial value of accrued pension right (whether vested or unvested), years of service, date of birth, termination notice period, and special termination protection, if any. The employees listed in Exhibit 7.14(a)-1 hereto include all employees material to or required for the conduct of the Business. Exhibit 7.14(a)-2 hereto contains true and complete copies of all standard employment agreements used by the Companies. Exhibit 7.14
(a) 3 hereto contains a list of the Employees with whom the Companies have not entered into written employment agreements and describes all material terms and conditions of their employment agreements with the Companies. Except as set forth in Exhibit 7.14(a)-4 hereto, none of the Employees has an employment agreement the provisions of which materially deviate from those of the standard employment agreements contained in Exhibit 7.14(a)-2 hereto or the terms and conditions of the oral employment agreements described in Exhibit 7.14
(a) 3 hereto.
Exhibit 7. 8.1 includes for each Company correct and complete lists of the agreements that are material for the operation of the business of each of the Companies and having a business value of more than EUR 100,000.00 in total (“Material Agreements) in each case containing correct information about the contracting parties, the material contractual duties and counter-duties (specifically the amount of the payment obligations), the contractual term and the notice periods for termination.
Exhibit 7. 2.1(b) of the Agreement is hereby deleted, and Exhibit 7.2.1(b) attached hereto shall be substituted in lieu thereof.