[ENGLISH TRANSLATION OF GERMAN DOCUMENT. GERMAN VERSION IS CONTROLING]
REAL ESTATE PURCHASE AND SALE AGREEMENT
Hewlett-Packard GmbH & Co. Immobilien KG
Herrenberger Strabe 130
71034 Boeblingen
(the Seller)
- referred to as "HP" in the following -
and
Multilayer Technology GmbH & Co. KG
Herrenberger Strabe 110
71034 Boeblingen
(the Purchaser)
- referred to in the following as "Multek Europe" -
- jointly referred to as "the Parties" in the following -
herewith conclude the following Property Purchase Agreement:
1. Purchase Object
HP sells Multek Europe the property, Flst.-Nr. 3355, in the
municipality of Boeblingen, Boeblingen Land Register book no. 3639,
Section I No. 4, whose total area is 44.662m2, including the building
located thereon as shown on the Land Register Map N(degree) NW
1604/1605; XX-Xx. 0000/00 attached as Schedule 1, the correctness of
which the parties herewith confirm.
Accessories and inventory, including in particular the production
facility, are not being sold under this Agreement.
- referred to as "Property" in the following -
2. Content of the Land Register
In Section I of the Land Register, HP is registered as the sole owner;
in Section II the following encumbrances are laid down:
- Regarding 30,001 m squared (former Flst 3356): Easement in gross
for Stadt Boeblingen involving maintenance of supply-lines. Entry
made on January 13, 1964
- Regarding 10,138 m squared (former Flst 3362): Easement in gross
for Stadt Boeblingen involving maintenance of a waste water line
with drains and limits on use. Entry made on June 24, 1964
- Regarding 1,519 m squared: Easement in gross for Stadt Boeblingen
involving maintenance of a waste water line with drains and
limits on use. Entry made on June 8, 1972
- Regarding 4,523 m squared (former Flst 3357/104): Easement in
gross for Stadt Boeblingen involving maintenance of a urban
drainage water line and limits on use. Entry made on June 23,
1978
- Regarding 4,523 m squared (former Flst 3357/104): Easement in
gross for Federal Republic of Germany (Federal Railway Assets)
represented by the German Railway, Railway-Authority Stuttgart,
consisting of the right to use and access the real estate to
build, operate and maintain an electric power line. Entry made on
August 8, 1983)
Multek Europe assumes the encumbrances mentioned above.
According to the Land Register, Section III is free of encumbrances.
The parties acknowledge their awareness of the possible right of first
refusal of the city of Boeblingen in accordance with ss. 24 et seq. of
the German Construction Code. Regarding this right of first refusal
according to the German Construction Code the negative certification
has already been issued by the city of Boeblingen.
Multek Europe understands and agrees that a cold water line as well as
phone, IT and 10kV power line run under/in the Property. Both HP and
Multek Europe shall be obliged to allow the use of the 10kV power line
in an emergency case provided that the parties do not otherwise
dispose of the respective real estates (Flst. 3355 and Flst. 3357).
The parties understand and agree that in no case shall HP be liable or
responsible for removal of any of these lines.
HP shall grant Multek Europe an easement of access (to public
transport "S-Bahn" for pedestrians) concerning the real estate, Flst.
3357, whereas the exercise of this right is limited to the area as
marked in Schedule 2. Such easement of access shall be granted
provided that HP does not dispose of this real estate in any other
way.
3. Payment of Purchase Price
3.1 Purchase Price
The Purchase Price ammounts to:
28.000.000,- DM (twenty-eight million German Xxxx)
+ 16%VAT 4.480.000,- DM (four million four-hundred-eighty-thousand
German Xxxx)
-----------------
Gesamt 32.480.000,- DM (thirty-two million four-hundred-eighty-thousand
German Xxxx)
The Purchase Price will be due immediately after signature and payable according
to sec. 3.2. HP waives its claim to receive VAT from Multek Europe. In
consideration hereof Multek Europe assigns its right to VAT reimbursement to HP,
HP accepts the assignment. HP and Multek Europe shall file a notice of
assignment to the local tax authorities according to Section 46 Fiscal Code
(Abgabenordnung).
3.2 Payments
The purchase price shall be paid immediately after being due according to
subsection 3.1 and shall be paid per Telex order to HP, account number 512 6842
at the Commerzbank Stuttgart (BLZ 600 400 71). The Purchase Price shall be
deemed to be paid if the whole amount is credited as of today.
4. Development, Waste Water and Water-Supply Fees
The purchase price contains all development and adjacent property charges which
have thus far been charged by the municipality of Boeblingen in accordance with
local tax law and the Building Code in accordance with the current factual
position and on the basis of currently valid rates of the city of Boeblingen or
which are based on measures executed until today. Pursuant hereto, HP pledges
that all fees charged have been paid. Development and adjacent property charges
which are based on measures executed after the Transfer and which are accrue or
are filed for following the conclusion of this Property Purchase Agreement shall
be borne by Multek Europe.
5. Transfer
The transfer of the Property and all accompanying legal rights and obligations
(usage, encumbrances, liability and risk) to Multek Europe shall be effective
with the Signature of this Agreement. On that day at the latest all essential
documents regarding the Real Property currently known have to be handed over to
Multek Europe as far as existing.
6. Liability for Defects of Title
HP shall be liable for unimpeded transfer of possession and ownership and for
the Property being free from any public or private encumbrances or any other
rights held by third parties if such rights and encumbrances are not expressly
stated in Section 2 of this Agreement and it has been agreed that Multek Europe
shall assume such rights and encumbrances.
HP represents and agrees that the Property has not been rented or leased, either
in whole or in part.
Furthermore, HP represents and warrants that legal preemption rights other than
the statutory right of the city of Boeblignen do not exist or are not exercised;
and until the registration of the priority notice of conveyance, HP will not
permit registration of any charges or encumbrances in Section II and III of the
Land Register with regard to the Real Property.
7. Liability for Material Defects
Unless otherwise provided for herein, the Real Property will be sold without
liability for size, quality and condition as well as for non-material defects.
HP shall not and does not assume any warranty for the quality of the property
and the condition of the building at the point in time when it is transferred,
for the correctness of the dimensions listed for the space and freedom from
encumbrances which apply without entry of such having been made in the Land
Register. The ownership of the land shall be transferred as is. HP has not
pledged any features hereto. Nor shall HP be liable for any hidden defects with
the exception of those of which it is aware. HP represents and agrees that it is
not aware of any hidden defects. Multek Europe has been expressly made aware,
and agrees, that liability by HP for material defects is excluded.
Multek Europe has been informed as to contamination present on the property and
the measures which have been taken to clean up such as laid down in the reports
as far as known to HP. HP therefore shall not and does not assume any liability
for the Property being free from other contamination notwithstanding other
contractual provisions to the contrary.
8. Swap Option / Information Obligation
Multek Europe shall be granted the option to barter an area of the real estate,
Flst. 0000 (xxx xxxx between the adjacent property of Property and the railroad
as set forth in Schedule 2) right for a compensation area accepted by HP. In the
case that HP sells the road between the adjacent property of Property and the
railroad to a third party, HP shall commit the third party respectively .
9. Costs, Taxes, Public Levies
The costs which arise in conjunction with this Agreement and its performance and
the real property acquisitions tax shall be borne by Multek Europe.
Taxes and other public levies shall be borne by Multek Europe beginning with the
signature of this Agreement.
10. Conveyance
The Parties jointly agree that the ownership of the Real Property mentioned in
Section 1 of this Agreement is transferred from HP to Multek Europe.
The acting notary is hereby instructed to apply for execution of the conveyance
only after the payment of the purchase price to the full amount and he received
a respective proof by HP. Prior to that the notary shall not furnish official
copies or transcriptions containing the conveyance.
To secure the claim of Multek Europe to transfer of the property, HP approves
and Multek Europe applies for an entry of a priority notice of conveyance
encumbering the Property in the Land Register.
The priority notice shall be deleted upon entry of Multek Europe as owner in the
Land Register. Such deletion shall already be applied for and approved here and
now on the present day.
11. Voidability, Nullity and Assignability
The voidability or nullity of particular stipulations in this Agreement shall
not affect the remaining stipulations of the Property Purchase Agreement. In
such case the Parties shall be obligated to replace the null and void
stipulation with a stipulation which comes as close as possible to the intended
economic purpose of the null and void stipulation.
The transfer of rights under this Agreement shall only be allowed with the prior
written consent of the other Party.
12. Schedules
Schedule 1: Land Register Map
Schedule 2: Easement of Access / Drawing of the Road
13. Notarial Instruction
The content of this today's Agreement was negotiated among the attorneys of the
parties. The parties expressly wish no changes to the content or the language of
this Agreement and insist on the notarization of the Agreement with this given
content taking into account the advice regarding other language.
The notary or its representative has given the necessary advices and
instructions.
This document was read loud by the notary or its representative, the schedules
have been presented, the document and the schedules have been approved and
signed as follows.
