ASSET PURCHASE AGREEMENT
dated ________, 2003
by and among
1. PROF. XX. XXXX XXXXXXX
having his business address at Brienner Xxxxxxx 00
00000 Xxxxxxx
as official receiver of the leased object
Xxxx-Xxxxxxx-Xxxxxxx 0, 00000 Xxxxxxxxxx
- hereinafter referred to as "RECEIVER" -,
2. NANOPIERCE CARD TECHNOLOGIES GMBH I.L.
Xxxx-Xxxxxxx-Xxxxxxx 0,
00000 Xxxxxxxxxx
- hereinafter referred to as "COMPANY" -
and
3. TAGSTAR SYSTEMS GMBH
Hochlandstrass 6
83623 Dietramszell
- hereinafter referred to as "TAGSTAR"-
PREAMBLE
WHEREAS, Xx. Xxxxxx Xxxxxxxx and the Company have entered into a Lease
Agreement as of February 2, 2000, amended May 8, 2000, ("LEASE AGREEMENT")
regarding rooms located in Xxxx-Xxxxxxx-Xxx. 0, 00000 Xxxxxxxxxx, specified
in the lease agreement ("LEASED OBJECT").
WHEREAS, Prof. Xx. Xxxxxxx was appointed official receiver of the
Leased Object according to the resolution of the lower court of Munich -
Insolvency court - dated January 18, 2001.
WHEREAS the application to initiate insolvency proceedings over the
Company's assets has been denied due to lack of assets according to the
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resolution of the lower court of Munich - Insolvency court - dated August
18, 2003.
WHEREAS, the Company and the Receiver have entered into a Termination
Agreement regarding the Lease Agreement as of September 24, 2003
("TERMINATION AGREEMENT"). Under the terms and conditions of said
agreement, the Company and the Receiver have agreed upon the expiry of the
lease contract on March 31, 2004. In addition it was agreed that the
Company was entitled to sell its assets located in the leased object to
compensate such arrears of rent. The Receiver has approved such sales.
WHEREAS, TagStar intends to buy the assets as defined hereinafter.
NOW THEREFORE, the Parties agree as follows:
SEC. 1
SALE AND TRANSFER OF ASSETS
1. The Company herewith sells and transfers the objects listed in EXHIBIT 1 to
this agreement ("ASSETS") to TagStar.
2. The transfer shall be conditional upon payment of the purchase price as set
forth in Sec. 3 below.
3. TagStar accepts the sale and transfer.
4. The Receiver agrees to the sale and transfer.
SEC. 2
REPLACEMENT OF DELIVERY OF ASSETS
1. The Assets will remain in the Leased Object. The delivery (Ubergabe) of the
Assets to TagStar shall be replaced by gratuitous Company custody
(unentgeltliche Verwahrung durch Nanopierce Card) (Ersatz der Ubergabe
durch Besitzkonstitut). This custody does not affect the exclusive right of
TagStar to use the Assets at any time.
2. As far as third persons will have possession of the Assets, the Company
assigns all existing and future claims for restitution
(Herausgabeanspruche) to TagStar.
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Rechtsanwalte - Attorneys at Law
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SEC. 3
PURCHASE PRICE
1. The purchase price amounts to EUR 42,580.60 (including value-added tax)
("PURCHASE PRICE").
2. The purchase price shall be directly transferred to the account of the
Receiver at the Raiffeisenbank Feldkirchen, BCD 701 693 64, account No.
4000 70289 within a period of 14 days after conclusion of this agreement.
3. With the payment of the Purchase Price as stated under Sec. 3 Para. 3 any
and all past and future obligations of the Company concerning the payment
of rent under the above Lease Agreement are fulfilled.
SEC. 4
WAIVER
Upon fulfillment of the condition set forth in Sec. 1 Para. 2 above, the
Receiver waives all Landlord's lien on movable objects
(Vermieterpfandrecht) in the Leased Object.
SEC. 5
ADMISSION OF LEASED OBJECT AND REMOVAL OF ASSETS
1. The Receiver and the Company shall allow the Managing Director and the
employees of TagStar to enter the Leased Object up to the expiry of the
tenancy agreement on March 31, 2004.
2. TagStar shall be obliged to remove the Assets from the Leased Object at
least upon expiry of the tenancy agreement an March 31, 2004.
SEC. 6
FINAL PROVISIONS
1. This Agreement shall be governed by and construed in accordance with the
laws of the Federal Republic of Germany.
2. All amendments and additions to this Agreement must be made in writing.
This also applies to a waiver of the written form requirement.
3. In the event that individual or a number of provisions set forth herein are
or prove to be invalid or unenforceable, the validity of the remaining
provisions shall not be affected thereby. Moreover, the invalid or
unenforceable provision
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shall be deemed replaced by a provision which reaches the original content
and purpose of the invalid provision to the closest possible and legally
permissible extent. The aforesaid shall also apply with regard to
provisions that prove to be missing.
4. As far as German translations are being provided in brackets subsequent to
the respective English terms, the German translation shall be legally
binding.
Munich, this __________________
_______________________ _________________________
NanoPierce Card Technologies GmbH i.L Tag Star Systems GmbH
_______________________
Xxxx. Xxxx Xxxxxxx
