Attachment 5. 1. contains a list of all sale agreements for the Machinery sold by MCT (“Machine Sale Agreements”) for which Buyer will provide (or cause other entity within SMARTRAC Group to provide) services according to Section 5.2 below.
Attachment 5. 2.11 contains a most recent abstract from the competent Commercial Register and the true, accurate and complete version of the articles of association or other organisational instruments of Bornxxxxx-Xxxia presently valid and in full force and effect. No changes have been made thereto. Besides such articles of association or other organisational instruments there are no agreements, resolutions or arrangements whatsoever which relate to the relationship between Bornxxxxx-Xxxia and the share holders of Bornxxxxx-Xxxia or the relationship among the share holders of Bornxxxxx-Xxxia. There are no obligations to enter into such agreements, resolutions or arrangements which the Purchaser or the Companies would be subject to as a consequence of the acquisition of the partnership interests in the KG.
Attachment 5. 9.1 sets out a true, accurate and complete list of all material licenses, certificates, permits, permit applications, franchises, private product approvals ("Approvals") held by or applied for by the Companies. The Approvals listed in Attachment 5.9.1 are the only material approvals required according to public and private law to conduct the respective business operations of the Companies, as presently conducted and the revocation, withdrawal or refusal of any of the Approvals is not pending. The business of the Companies is carried out in compliance with such Approvals. Except as listed in Attachment 5.9.1 all material approvals required for the production, marketing and sale of all products of the Companies have been obtained and are valid and in full force and effect. All products sold by the Companies comply with the applicable statutory or other legal provisions and the Approvals. Neither the Sellers nor the Companies are aware of nor have received notice that any supranational, national, federal, state or local governmental or regulatory authority or agency (the "Authorities") in their respective jurisdiction has commenced, or is considering commencing, any action to seize, withdraw any of the Approvals of, or recall any device developed, produced, manufactured, tested, distributed, packaged or sold or serviced by the Companies, and have no grounds to believe that these or other enforcement actions are imminent.
Attachment 5. 2.7 contains a most recent abstract from the competent Commercial Register and the true, accurate and complete version of the articles of association or other organisational instruments of the KG presently valid and in full force and effect. No changes have been made thereto. Besides such articles of association or other organisational instruments there are no agreements, resolutions or arrangements whatsoever which relate to the relationship between the KG and the partners of the KG or the relationship among the partners of the KG. There are no obligations to enter into such agreements, resolutions or arrangements which the Purchaser would be subject to as a consequence of the acquisition of the partnership interests in the KG.
Attachment 5. 2.8 contains a most recent abstract from the competent Commercial Register and the true, accurate and complete version of the articles of association or other organisational instruments of B+B-Polska presently valid and in full force and effect. No changes have been made thereto. Besides such articles of association or other organisational instruments there are no agreements, resolutions or arrangements whatsoever which relate to the relationship between B+B-Polska and the interest holders of B+B-Polska. There are no obligations to enter into such agreements, resolutions or arrangements which the Purchaser or the Companies would be subject to as a consequence of the acquisition of the partnership interests in the KG.
Attachment 5. 2.10 contains a most recent abstract from the competent Commercial Register and the true, accurate and complete version of the articles of association or other organisational instruments of Bornxxxxx-Xxxin presently valid and in full force and effect. No changes have been made thereto. Besides such articles of association or other organisational instruments there are no agreements, resolutions or arrangements whatsoever which relate to the relationship between Bornxxxxx-Xxxin and the share holders of Bornxxxxx- 22 Spain or the relationship among the share holders of Bornxxxxx-Xxxin. There are no obligations to enter into such agreements, resolutions or arrangements which the Purchaser or the Companies would be subject to as a consequence of the acquisition of the partnership interests in the KG.
Attachment 5. 13.4 (i) contains a true, accurate and complete list of all open accounts receivable of the KG which came into existence up to April 30, 2000 and of the Subsidiary and the Affiliates which came into existence up to March 31, 2000 including its respective due dates and Attachment 5.13.4 (ii) contains a true, accurate and complete list of all open liabilities of the KG which came into existence and which have been invoiced on or prior to April 30, 2000 and of the Subsidiary and the Affiliates which came into existence and which have been invoiced on or prior to March 31, 2000 including its respective due dates with the exception of such accounts receivable and liabilities of the Companies which are contained in the Financial Statements.
Attachment 5. 13.5 contains a true, accurate and complete list of all contracts, agreements or arrangements, other than contracts set forth under section 13.4, by which the Companies are bound, or in respect of which any of their assets or properties are subject, providing for an aggregate annual payment obligation of more than DM 500,000.00 (German Mark: xxve hundred thousand) or with a termination period of more than 6 (six) months (all contracts, agreements or arrangements listed in Attachment 5.13.5, the "Material Contracts"). All Material Contracts (true, accurate and complete copies of which have been delivered to the Purchaser) are in full force and have not been terminated by any party thereto. The Companies are not in default in the fulfilment of any of the obligations under or resulting from such Material Contracts. No other party to such Material Contract is in default of its obligations thereunder.
Attachment 5. 13.7 sets out a true, accurate and complete list of all guarantees (Garantien, Burgschaften, Kreditauftrage) issued by the Sellers for the benefit of the Companies or issued by the KG for the Subsidiary or the Affiliates.
Attachment 5. 10.5 sets out a true, accurate and complete list of the names, titles, locations, annual compensation and all bonuses, allowances, benefits and similar 26 payments made with respect to each such individual for the current and preceding fiscal years for all board members, managing directors, directors, officers and employees of the Companies who have an annual base salary of more than HK$450,000 (Hong Kong Dollar: four hundred and fifty thousand) or who can only be terminated by the Companies with a notice period of 3 (three) or more months.
