Purchase and Sale Agreement GmbH Share

Register of Authors no. ______

 

Negotiated ... _____________ 2001

 

in Frankfurt am Main

 

The following appeared before

the undersigning notary

xxxxx

having her official residence in

xxxxx

xxxx, lawyer, born xxxx, place of business c/o xxxxx, xxxx, xxxxx.xxxxx declared that he was not acting ... his own name but ... the basis of ... submitted powers of attorney dated _________ , however, without assuming any liability for

 

__________________

 

__________________

The person appearing ... personally known ... the notary.

The person appearing requested ... authentication of ... following contract ... the assignment ... the sale of a business share.

The person appearing determined that a preliminary draft was not available ... the notary according ... § 3 clause 7 BeurkG (Authentication Act).

The company has irrevocably consented ... the sale ... the assignment of ... business share described ... § 1 paragraph 1 of ... following contract, ... which this record ... attached ... the declaration as an appendix.

Agreement

on ... sale ... assignment of a business share

in

_________ GmbH

(Company)

between

______________

(Seller)

- xxxxx -

and

_____________________

(Buyer)

- xxxxxx -

 

Preamble

With a business share ... the nominal value of EURO 25,000.00 (EURO twenty-five thousand) ... Seller ... a partner ... ___ GmbH, registered ... the Commercial Register of ... County Court of Frankfurt am Main HRB ______ with a total share capital ... a nominal value of EURO 25,000.00 (EURO twenty-five thousand). All cash deposits have been paid in.

The Buyer would like ... acquire a business share from ... Seller ... the value of EURO 25,000.00 (EURO twenty-five thousand) ... the company. ... Seller would like ... sell ... Buyer a share ... the value of EURO 25,000.00 (EURO twenty-five thousand) ... the company.

 

Having said this ... parties are concluding ... following contract:

 

§ 1  Sale ... assignment of ... business share

1.        As stated below, ... Seller ... herewith selling ... the Buyer ... the Buyer ... herewith buying from ... Seller a business share ... the nominal value of EURO 25,000.00 (EURO twenty-five thousand) together with all ... rights ... the business share owing ... the Seller ... connected ... this (hereinafter referred ... as business share).

2.    ... Seller ... herewith assigning ... the Buyer ... business share described ... § 1 paragraph 1 ... the nominal value of EURO 25,000.00 (EURO twenty-five thousand). ... Buyer herewith accepts ... assignment of this business share.

3.    ... Buyer acquires ... business share with effect of ... time of ... authentication.

 

§ 2 Purchase price

       ... purchase price for ... sold business share amounts ... EURO 25,000.00 (EURO twenty-five thousand). ... purchase price ... due for payment after ... authentication of this contract.

 

§ 3 Profits

The Buyer ... entitled ... the company profit for ... current fiscal year, which ... allotted ... the Buyer's business share. ... same applies ... the profits from ... previous fiscal years which haven't been distributed among ... partners. 

 

§ 4 Assurance

1.        ... Seller herewith guarantees that ... business share sold ... this Contract does not represent ... whole ... an essential part of his assets, ... not encumbered with third-party rights ... that this business share ... at his free disposal. Moreover, ... Seller assumes no liability whatsoever.

2.    ... Buyer guarantees that he ... aware of all existing ... pending contracts ... legal disputes from ... company, as well as ... balance sheets ... profit ... loss accounts ... that he has been given comprehensive information ... the company. ... Seller guarantees that he has informed ... buyer comprehensively. ... view of ... Buyer's ... Seller's insurance policies, ... parties waive all mutual warranty claims.

 

§ 5 Place of fulfilment, court of jurisdiction, choice of law

1.    Place of fulfilment ... court of jurisdiction ... xxxxx.

2.    It ... agreed that ... law of ... Federal Republic of Germany shall apply.

 

§ 6 Miscellaneous

1.    Providing further legal acts are required ... implement this Contract, these shall be performed by ... parties.

2.    This Contract including appendices contains all ... agreements from ... parties concluding ... Contract, additional assurances ... declarations do not exist. Amendments ... this Contract need ... be done ... writing.

3.    ... costs for ... notarial authentication shall be borne by ... Buyer.

4.    Any invalid ... impracticable terms ... this Contract shall not affect ... validity of ... remaining terms. Invalid ... impracticable terms are ... be retrospectively replaced by valid ... practicable terms which come closest ... the economic purpose of ... invalid ... impracticable terms. 

The notary ... requested ... notify Cellulink GmbH of ... transfer of ... business share according ... § 16 GmbHG (Limited Liability Company Act).

The notary informed ... person appearing of ... following,

·        ... Buyer has unlimited liability for cash deposits not made ... missing amounts from incomplete non-cash capital contributions by ... Seller ... all other partners;

·        ... above transfer could be subject ... real property acquisition tax provided a domestic property belongs ... the assets of ... company (§ 1 paragraph 2a ... 3 GrEStG (Real Property Acquisition Tax Act)). ... contracting parties declare that ... company has no landed property at its disposal.

The object value of this record amounts ... EURO 25,000.00

This record was read out ... the person present, approved by him ... signed by him ... his own handwriting as follows:

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