Agreement for the Sale of the Peters Music Library
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DATED 2011 THE HEIRS OF HENRI HINRICHSEN (1) and THE CITY OF LEIPZIG (2) AGREEMENT FOR THE SALE OF THE PETERS MUSIC LIBRARY Wilsons Solicitors LLP Steynings House Summerlock Approach Salisbury Wiltshire SP2 7RJ Tel: (01722) 412412 Fax: (01722) 427613 Ref: ACRR THIS AGREEMENT is dated 2011 PARTIES (1) THE HEIRS OF THE ESTATE OF HENRI HINRICHSEN being the persons listed in schedule 1 (together the Sellers ) (2) THE CITY OF LEIPZIG a public authority established and existing under the laws of the Federal Republic of Germany, whose principal office is at 04109 Leipzig, Martin-Luther-Ring 4-6 (the Buyer ) RECITALS (A) The Sellers are the heirs of the estate of Henri Hinrichsen. As such they are the owners of the musical collection known as ‘The Peters Music Library’. (B) The Sellers have agreed to sell and the Buyer has agreed to buy The Peters Music Library, for the benefit of its citizens, subject to and on the terms and conditions of this agreement. AGREED TERMS 1 Interpretation 1.1 The definitions and rules of interpretation in this clause apply in this agreement. 1.1.1 Assets means all property, rights and interests of the Sellers in all or any part of the Library and the IP Rights. 1.1.2 Assumed Liabilities means all debts, liabilities and obligations of any nature of the Sellers relating to the whole or any part of the Library or the IP Rights, whether actual or contingent, which are due or outstanding on or have accrued at the Effective Time, including any costs in relation to their storage, insurance, cataloguing, preservation or display but excluding any costs related to the establishment or protection of, or dealing with, the Sellers title to the Assets. 1.1.3 business day means a day (other than a Saturday, Sunday or public holiday) when banks in London and Frankfurt am Main are open for business. 1.1.4 Catalogue means the partial schedule of items within the Library forming part of the valuation produced by Dr Helmut Hell dated March 2009 and annexed to this agreement. 1.1.5 Completion means the entry into force completion of this agreement with undersigning by all Sellers and all Buyers of the sale and purchase of the Assets in accordance with this agreement. 1.1.6 Completion Date means the date of the last Seller or Buyer undersigned this agreement. H:\Hans-Georg Fieseler\Musikbibliothek Peters\Kaufvertrag\Angebot der Eigentümer 2011\4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.docH: \Hans -Georg Fieseler \Musikbibliothek Peters \Kaufvertrag \Angebot der Eigentümer 2011 \4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.doc1 C: \wordmlservice \output \88408a68fd94483fbee55b6a725f63b2.xml 1.1.7 Cultural Purposes means investigation, indexing, cataloguing or description of items for archival or research purposes; storage or other retention as part of the organised archives of a non - commercial 1 public cultural or civic institution; academic or other study of items for historical, musicological or other intellectual , non -commercial public purposes; conservation or restoration; public display or exhibition; use for or in connection with any public non -commercial , cultural programme of performance of musical works. 1.1.8 Effective Time means the close of business on the Completion Date. 1.1.9 Encumbrance means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, guarantee, trust, right of set-off or other third party right or interest (legal or equitable) including any assignment by way of security, reservation of title or other security interest of any kind, however created or arising, or any other agreement or arrangement (including a sale and repurchase agreement) having similar effect. 1.1.10 German Legal Opinion means a completed and dated opinion in the agreed form on matters of German la w delivered by [ name of relevant firm]. 2 1.1.11 1.1.10 IP Rights means all copyright, rights under licences, database rights, rights in confidential information, moral rights and any other intellectual property rights in respect of the Library or any part of it, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. 1.1.12 1.1.11 Library means all materials of any type forming the collection of musical scores, manuscripts, letters, journals, photographs and other papers currently held at the Bach Archiv and other locations within the City of Leipzig and known collectively as The Peters Music Library, including [those bearing the catalogue markings “ “ ;] all items listed in the Catalogue and the Major Items. 3 1.1.13 1.1.12 Major Items means the items listed in schedule 2. 1 Each presentation of the PML or each lending in the public library for which we would take an entrance or loan fee, would be unallowed 2 We cannot give a legal opinion, in addition we will not find any lawer, who gives us this guarantee; if the City Council of Leipzig confirmed the sale and this sales agreement, it is for us as the administration the basic for entry into force the agreement; please look at our warranty after Pt. 9.1 3 clarification necessary : we have about 25.000 archive cards, bounded in 8 or 9 ring binders to define the “Library” and a picture “Bi 3036 Gruppenbild XIII -, “Pantheon musical” is missing after repassing the berlin items on January 19 th /20 th 2009, look at the protocole from Jan. 20 th 2009 undersigned by Barbara Quandt,Thomas Stein and Brigitte Geyer H:\Hans-Georg Fieseler\Musikbibliothek Peters\Kaufvertrag\Angebot der Eigentümer 2011\4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.docH: \Hans -Georg Fieseler \Musikbibliothek Peters \Kaufvertrag \Angebot der Eigentümer 2011 \4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.doc2 C: \wordmlservice \output \88408a68fd94483fbee55b6a725f63b2.xml 1.1.14 1.1.13 New Item of Significant Value means an item forming part of the Library that is not a Major Item or otherwise listed in the Catalogue (other than by generic description with other items) and having an estimated open market sale value at the time of its discovery in excess of €50,000. 1.1.15 1.1.14 Price means the sum payable pursuant to clause 4.14.1 5.1 . 1.1.16 1.1.15 Sellers’ Representative means Tim Berg of 7a Britwell Road, Burnham, Buckinghamshire, England, SL1 8AF or such other person as all of the Sellers or the Sellers’ Representative may notify to the Buyer from time to time. 1.1.17 1.1.16 Sellers’ Solicitors means Wilsons Solicitors LLP of Steynings House, Summerlock Approach, Salisbury, SP2 7RJ, United Kingdom. 1.1.18 1.1.17 Tax means all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction; and any penalty, fine, surcharge, interest, charges or costs relating thereto, and taxation means the same. 1.2 Clause and schedule headings do not affect the interpretation of this agreement. 1.3 A reference to a clause or a schedule is a reference to a clause of, or schedule to, this agreement. A reference to a paragraph is to a paragraph of the relevant schedule, and a reference to an appendix is to the relevant appendix to this agreement. 1.4 A person includes a corporate or unincorporated body. 1.5 Words in the singular include the plural and in the plural include the singular. 1.6 A reference to one gender includes a reference to the other gender. 1.7 Any reference to any party or person includes that party or person’s successors in title and assigns. 1.8 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time whether before or after the date of this agreement and, in the case of a statute, includes any subordinate legislation made under that statute whether before or after the date of this agreement. 1.9 Writing or written includes faxes but not e-mail. 1.10 Documents in agreed form are documents in the form agreed by the parties to this agreement and initialled by them or on their behalf for identification. H:\Hans-Georg Fieseler\Musikbibliothek Peters\Kaufvertrag\Angebot der Eigentümer 2011\4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.docH: \Hans -Georg Fieseler \Musikbibliothek Peters \Kaufvertrag \Angebot der Eigentümer 2011 \4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.doc3 C: \wordmlservice \output \88408a68fd94483fbee55b6a725f63b2.xml 1.11 Where the words include(s) , including or in particular are used in this agreement, they are deemed to have the words without limitation following them. 1.12 Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.13 References to this agreement include this agreement as amended or varied in accordance with its terms. 2 Agreement to sell and buy In consideration of the Price and the other obligations of the Buyer under this agreement the Sellers shall sell, with full title guarantee and free from all Encumbrances and the Buyer shall buy, with effect from the Effective Time, each Seller’s entire interest in: 2.1 the Library; and 2.2 the IP Rights; 3 After this agreement Aassumed Liabilities 3.1 4The Buyer shall with effect from the Effective Time: 3.1.1 assume responsibility for and pay, satisfy or perform the Assumed Liabilities; and 3.1.2 pay, satisfy or discharge all debts, liabilities and obligations incurred by the Buyer in connection with the Assets after the Effective Time.