IN CLAUSES (I) THROUGH (IV)
ABOVE.
4.10
MATERIAL AGREEMENTS
4.10.1.
ANNEX 4.10.1 CONTAINS A LIST OF ALL CONTRACTS TO
WHICH THE COMPANY OR DYNA GMBH IS A PARTY AND THAT HAVE NOT YET BEEN COMPLETELY
FULFILLED (THE "MATERIAL AGREEMENTS") THAT:
(I)
INVOLVE THE TEN (10) LARGEST CUSTOMERS
AND THE TEN (10) LARGEST SUPPLIERS OF THE COMPANY AND DYNA GMBH BASED ON
REVENUES IN THE BUSINESS YEAR ENDING ON CALCULATION DATE;
(II)
RELATE TO THE ACQUISITION OR SALE OF
INTERESTS IN OTHER COMPANIES, BUSINESSES OR REAL ESTATE;
(III)
COMPRISE THE SERVICES STILL TO BE RENDERED
VIS-À-VIS THE COMPANY OR DYNA GMBH BY THIRD PARTIES UNDER THE MUTUAL SUPPLY
AGREEMENTS REGARDING THE BUSINESS OF THE COMPANY AND DYNA GMBH ON THE TROISDORF
AND WÜRGENDORF SITES;
(IV)
RELATE TO THE RENTAL AND LEASE OF REAL ESTATE
THAT, INDIVIDUALLY, PROVIDE FOR ANNUAL PAYMENTS OF EUR 50,000 (EURO FIFTY
THOUSAND) OR MORE AND THAT CANNOT BE TERMINATED BY THE COMPANY OR DYNA GMBH ON
TWELVE (12) MONTHS OR MORE NOTICE WITHOUT PENALTY;
(V)
INVOLVE NON-COMPETE COVENANTS OR OTHER
NON-COMPETE AGREEMENTS THAT RESTRICT EITHER THE COMPANY OR DYNA GMBH FROM
OPERATING ITS BUSINESS AS PRESENTLY CONDUCTED;
(VI)
CONCERN MATERIAL LICENSE AGREEMENTS REGARDING
RIGHTS TO INFORMATION TECHNOLOGY OR INTELLECTUAL PROPERTY RIGHTS TO WHICH EITHER
OF THE COMPANY AND DYNA GMBH IS PARTY AS LICENSOR OR LICENSEE (EXCEPT FOR
LICENSE AGREEMENTS CONCERNING STANDARD APPLICATION SOFTWARE) AND MATERIAL
COOPERATION AGREEMENTS RELATING TO SOFTWARE AND OTHER RIGHTS TO INFORMATION
TECHNOLOGY;
23
(VII)
CONCERN LOAN AGREEMENTS, BONDS, NOTES OR ANY
OTHER INSTRUMENTS OF DEBT INVOLVING ANY THIRD PARTY OUTSIDE THE DYNA GROUP
COMPANIES;
(VIII)
INVOLVE GUARANTEES, INDEMNITIES OR SURETYSHIPS
ISSUED FOR ANY DEBT OF ANY THIRD PARTY OR A DYNA GROUP COMPANY;
(IX)
INVOLVE AGREEMENTS WITH ANY OF THE SELLERS,
OTHER THAN IN CONNECTION WITH COMMERCIAL TRANSACTIONS MADE IN THE ORDINARY
COURSE OF THE DYNA GROUP COMPANIES' RESPECTIVE BUSINESSES;
(X)
CONCERN A JOINT VENTURE, PARTNERSHIP,
STRATEGIC ALLIANCE OR JOINT DEVELOPMENT OF PRODUCTS;
(XI)
CONCERN ANY LOAN OR EXTENSION OF CREDIT TO
DIRECTORS OR EXECUTIVE OFFICERS;
(XII)
RELATE TO ANY CONTINUING OBLIGATIONS
(DAUERSCHULDVERHÄLTNISSE) OTHER THAN DESCRIBED ABOVE IN THIS SECTION 4.10.1 THAT
CANNOT BE TERMINATED WITHIN A NOTICE PERIOD OF THREE MONTHS OR THAT PROVIDE FOR
ANNUAL OBLIGATIONS OF THE COMPANIES IN EXCESS OF EUR 50,000 (EURO FIFTY
THOUSAND); OR
(XIII)
(A) INVOLVE A VALUE IN EXCESS OF EUR 50,000
(EURO FIFTY THOUSAND) PER ANNUM OR (B) THAT MAY OTHERWISE BE MATERIAL (IN THE
DETERMINATION OF A REASONABLY PRUDENT OPERATOR IN THE COMPANY'S BUSINESS) TO
EITHER THE COMPANY OR DYNA GMBH, AND (C) THOSE CONTAINING CHANGE OF CONTROL
PROVISIONS ACCORDING TO WHICH SUCH AGREEMENTS COULD BE TERMINATED OR MATERIALLY
AFFECTED AS A RESULT OF A CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
4.10.2.
UNLESS OTHERWISE DISCLOSED IN ANNEX 4.10.2, EACH
MATERIAL AGREEMENT IS VALID AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, HAS
BEEN ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS AND, WHERE CONCLUDED WITH
THE SELLERS AND THEIR RELATED PARTIES AT ARMS' LENGTH TERMS, AND THE COMPANY AND
DYNA