Exhibit 2.10
The following exhibit no. 2.10 constitutes a fair and accurate English
translation of the original copy of this document.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Company Secretary of Xxxxxx Xxxxxxx Group Limited
TRANSLATION
PURCHASE AND SALES AGREEMENT
BETWEEN
1. Deutsche Bank Aktiengesellschaft - hereinafter also referred to as "DB" -
with seat in Frankfurt am Main
Xxxxxxxxxxxx 00
00000 Xxxxxxxxx xx Xxxx
and
2. Xxxxxx Xxxxxxx GmbH - hereinafter also referred to as "WCG" -
Xxxxxxxxxxxxxx 00
00000 Xxxxxxx
and
3. Xxxxxx Xxxxxxx Group plc -- hereinafter also referred to as "WC" -
Xxx Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
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I.
OBJECT
DB is a limited partner in the limited partnership Jaspers Wuppesahl
Industrie Assekuranz GmbH & Co. KG - hereinafter also referred to as
"Company" -; the Company has a limited capital in the amount of
DM 6,800,000.00. DB holds a limited partnership share of 14.6% equal to
DM 992,800.00.
II.
PURCHASE AND TRANSFER
(1) DB hereby sells and transfers its limited partnership share to WCG.
(2) The purchase and transfer shall take place with all rights and duties in
particular with the right to receive dividend on 1 January 1999.
(3) Purchase and transfer shall become legally effective 31 December 1998/1
January 1999.
(4) The transfer of the limited partnership share shall become effective in
rem with the full payment of the purchase price.
(5) The assignment shall be in the form of singular succession. DB receives
no benefits from the limited partnership in connection with the assignment
of the limited partnership share.
(6) WCG hereby accepts the assignment of the limited partnership share at
the aforewritten conditions (para. 1 to 5).
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III.
PURCHASE PRICE
(1) Purchase price for the sold limited partnership share shall be
DM 29,200,000.00 and is to be paid on 4 January 1999 to the account DB,
account no. 0000000 at Deutsche Bank AG, Frankfurt am Main, sort code
500 700 10.
DB is obligated to confirm the receipt of the purchase price in writing
without delay.
(2) WC hereby guarantees the full performance of all obligations of WCG
under this contract.
IV.
REPRESENTATIONS AND WARRANTIES
(1) DB guarantees to WCG that
a) the limited liability capital contribution regarding the sold limited
partnership share has been fully paid in,
and
b) it can dispose unrestrictedly about the sold limited partnership
share and that the share is not encumbered with any rights of third
parties.
(2) Moreover, the parties refer to the contracts concluded in connection
with the merger of Jaspers Industrie Assekuranz GmbH & Co. KG and C.
Wuppesahl & Co. Assekuranzmakler in particular to the framework agreement
and the representations and warranties given therein.
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V.
APPROVALS
(1) On 22 January 1998 the Company approved the above mentioned share
transfer.
(2) All shareholders expressly waived their rights of first refusal and
similar rights - if any.
VI.
MISCELLANEOUS
(1) Should a provision of this agreement be or become ineffective this shall
not affect the effectiveness of the remaining provisions. Instead of the
ineffective provision or a regulation gap such legally admissable provision
shall be considered as agreed which, as far as possible corresponds to what
the parties intended or, within the meaning and purpose of the present
agreement, would have intended if they had recognized the ineffectiveness
of the provision or regulation gap in question.
(2) Changes of and amendments to the present agreement require for their
effectiveness written form unless notarial authentication is mandatory.
(3) All costs (including the costs of the notary public) incurred in
connection with the signing and performance of this agreement and all taxes
shall be paid by the WCG. Each of the contracting parties shall pay its
consultancy fees.
(4) Place of performance of this agreement shall be Frankfurt am Main.
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Done in Frankfurt am Main on 22 January 1998
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for Deutsche Bank Aktiengesellschaft
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for Xxxxxx Xxxxxxx GmbH
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for Xxxxxx Xxxxxxx Group plc