As already mentioned above, German law knows no date equivalent to the closing date in the master contract. The commitment transaction and the disposition transaction normally coincides on one date in a share purchase agreement. The reason for this is the transfer of the shares to be acquired can be executed in one written act. This also explains the difference in this contract clause relating to the closing date in the asset deal agreement.

In practice, this means that only one date is frequently required by the parties for executing the whole agreement as far as the contractual and in rem share purchase transaction is concerned.

The additional submission obligations of the seller and the buyer referred to in Article 9 are also permitted under German law and are normally agreed by the parties.

The disposition transaction may be formulated as follows under German law:

"Transfer of Title: All rights, title and interest to seller's Assets is hereby transferred to purchaser and purchaser hereby assumes all rights and duties associated with seller's shares".

The principle of definitiveness under German property law regulates that the transfer of shares is made by a specific assignment of the shares by the seller to the buyer and by a specific acceptance of the assignment by the buyer.

For further information please contact Dr Erich Michel, Wessing Berenberg-Gossler Zimmermann Lange, Freiherr-Vom-Stein-Strasse 24-26, Frankfurt am Maim 60323, Frankfurt, Germany- Tel: +496 997 1300, Fax: +496 997 130100.

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