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This excerpt from IDXX 8-K filed December 21, 2006.
The bill of sale dated ____________ 2007 executed and delivered by Osmetech GmbH, a company incorporated under the laws of Germany the German Seller in Science IDEXX GmbH, a company incorporated under the laws of Germany with German buyer All terms used in the bill of sale and these are not otherwise defined have the meaning ascribed to them in the purchase and sale agreement dated December 15, 2006 with Osmetech plc a limited company incorporated in England and Wales with registered number 02849544, Osmetech Technology Inc. A Delaware corporation, Osmetech Inc. A Delaware corporation, the German seller, IDEXX Sciences, Inc. A Delaware corporation and the Buyer IDEXX Laboratories, Inc. A company regioncountry-regionDelaware countries of the Agreement.
WHEREAS, pursuant to Article 12 5 of the agreement, the purchaser has assigned its right to purchase the German assets as defined below in German buyer; and.
WHEREAS, pursuant to the agreement, the German vendor has agreed to sell, transfer, assign, transfer and deliver to the German buyer assignee of the purchaser, and German buyer buyer's assignee has agreed to purchase and acquire all the rights of the German seller, title and interest in and to the assets, properties, contracts and the rights of the German vendor identified in Annexes A to D and all other assets acquired related to the German vendor of business all German assets.
THEREFORE, in consideration of the mutual promises set forth in the agreement, the seller and the German German buyer agree as follows.
1 The parties to this Agreement agree that sales of German assets will be transferred from seller to buyer German German as follows.
1 1 German German seller and buyer agree that the title i fixed assets and intangible and other mobile elements in Annex A, and all other tangible and intangible assets and other movable objects belonging to the seller German and be kept at the premises of the German seller to the date hereof fixed assets, inventory and ii in Annex B, as well as all other German stock owned by the seller and being kept in the seller's premises Germany on the date hereof, the inventory is transferred Einigung ber den Eigentums bergang, as of the date hereof, the German Seller to the German buyer, free of all security insofar as of the date of hereof, the rights of third parties under Eigentumsvorbehalt retention must exist on tangible assets or inventory or when these tangible assets or inventory have been the subject of transfer as collateral Sicherungs bereignung, transfers from the German seller to t he German Buyer's right to Anwartschaftsrecht expectation regarding the full title Because tangible assets or inventory are in possession of the German seller, the parties to this agreement sales agreement that the transfer of ownership of the German seller to the buyer German is made on the date hereof, the German seller transfer possession about these articles in German buyer in the premises of the German seller in 1 Robert-Bosch-Strasse, 61267 Neu-Anspach, in accordance with section 929 of the German civil code insofar as tangible assets or inventory are possession of third parties, the German seller transfers in accordance with section 931 of the German civil code, on the date hereof, the German buyer, and German purchaser hereby accepts the at tribution, the German vendor of demand for delivery against the respective owners.
1 2 the date hereof, the German vendor assigns Tritt ab German buyer and German buyer accepts the accounts listed in Annex C and other receivables related to the activity of the German seller accounts receivable the German seller immediately after the date hereof inform all its receivables on the sale and transfer of the receivable accounts to ensure that payment will be made to the German buyer if the seller receive German payment for receiving accounts that have been assigned to the German buyer under this contract of sale, or in the event of a ban, regardless of whether the law or contract, assignment, the German seller agrees to immediately transfer any and all such sums of money to the German buyer.
1 3 On German seller and German buyer agree that at the date hereof, the German buyer assumes the German Seller contracts listed in Annex D of the contracts as a whole bernahme Vertrags If the consent of the other respective party to the management contract that has not been obtained by the German Seller, section 1 5 of the agreement is applicable.
2 The German seller hereby undertakes that it will, at the request of the German buyer and without examination, execute and deliver, and use its commercially reasonable efforts to ensure that employees execute and deliver such other sales tools, transfer, transport and allocation, and take any other action that may reasonably be necessary to sell more effectively, transfer, convey, assign and deliver to, and vest, German buyer, its successors and assigns, good, clear record and negotiable assets to German hereby sold, assigned, transferred, sold and delivered or intended to be so, and put the German buyer in actual possession of it, to help German buyer in the exercise of all rights to it and achieve the object and purpose of the agreement.
3 The German Seller, by the execution of this project sales law, and German buyer, by its acceptance of the draft sales act, acknowledge and agree that neither the representations and warranties, or the rights, remedies or obligations of the Parties under the agreement is deemed to be enlarged, reduced, modified or altered in any way by this instrument If any term or provision of this bill sales conflicts with the terms and provisions of the agreement, terms and provisions of the agreement prevail.
4 This project sales law is governed and interpreted under the laws of Germany and its building regulations, without giving effect to any choice or conflict of provisions of law or whether Germany or any other jurisdiction that cause the application of the laws of any jurisdiction other than those of Germany German legal terms parentheses precedence over the corresponding English terms outlined in this proposed sale law.
IN WITNESS WHEREOF, the seller and the buyer German German made this instrument to be duly executed from and on the date indicated above.
SALE DEED FORM OF PROPERTY GERMAN for IDEXX_Laboratories (IDXX), form, invoice, sale.