Exhibit 10.106


 


	
  Contracted treated as exchanged on

  	
  at

  	
  by Law Society Formula

  
	
   

  	
   

  	
  (as varied)

  
	
  Ref:-

  	
   

  	
  on behalf of

  
	
  Seller/Buyer/Tenant

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATED

  	
  October 31,

  	
  2006

  



 


 


(1)                                 HOUNSDOWN,
INC.


(2)                                 RUSS
BERRIE (UK) LIMITED


(3)                                 GARMIN
(EUROPE) LIMITED






AGREEMENT


For the Sale and Purchase of


Liberty House Bulls Copse Road Hounsdown Business Park Totton
Southampton


SO40 9RB






 


 


MEMERY
CRYSTAL LLP

44 Southampton Buildings

London  WC2A
1AP

Tel:  020
7242 5905

Ref: 
DLR.632718v14



  













 


PARTICULARS


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Seller:

  	
   

  	
  HOUNSDOWN, INC. care of 93
  Bracken Hill Road Hamburg New Jersey 07419 United States of America but whose
  address for service in the UK is care of Memery Crystal of 44 Southampton
  Buildings London WC2A 1AP

  
	
   

  	
   

  	
   

  
	
  Buyer:

  	
   

  	
  GARMIN (EUROPE) LIMITED
  (Company Number 02724437) whose registered office is at Unit 5 The Quadrangle
  Abbey Park Romsey Hampshire SO51 9AQ

  
	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
  RUSS BERRIE (UK) LIMITED
  (Company Number 01459528) whose registered office is at Liberty House
  Hounsdown Business Park Bulls Copse Road Totton Southampton Hampshire SO40
  9RB

  
	
   

  	
   

  	
   

  
	
  Property:

  	
   

  	
  Liberty House Hounsdown Business Park Bulls Copse
  Road Totton Southampton Hampshire S040 9RB (formerly known as Plot 4
  Hounsdown Business Park Hounsdown Totton Southampton) as the same is more
  particularly defined in the Lease (as hereinafter defined)

  
	
   

  	
   

  	
   

  
	
  Property Price

  	
   

  	
  Seventeen Million four hundred and twenty-five
  thousand pounds (£17,425,000) plus Value Added Tax thereon

  
	
   

  	
   

  	
   

  
	
  Property Deposit

  	
   

  	
  Eight hundred and seventy-one thousand two hundred
  and fifty pounds (£871,250)

  
	
   

  	
   

  	
   

  
	
  Fixtures Price

  	
   

  	
  Seven hundred and fifteen thousand pounds (£715,000)
  plus Value Added Tax thereon

  
	
   

  	
   

  	
   

  
	
  Fixtures Deposit

  	
   

  	
  Thirty five thousand seven hundred and fifty pounds
  (£35,750)

  



 



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  Completion Date

  	
   

  	
  31st October 2006

  
	
   

  	
   

  	
   

  
	
  Interest Rate

  	
   

  	
  4% per annum above the base rate from time to time
  in force of Barclays Bank plc calculated on a daily basis

  
	
   

  	
   

  	
   

  
	
  Seller’s Solicitors:

  	
   

  	
  Memery Crystal LLP of 44 Southampton Buildings
  London WC2A 1AP (Ref: DLR)

  
	
   

  	
   

  	
   

  
	
  Buyer’s Solicitors

  	
   

  	
  Bond Pearce LLP of Oceana House 39-49 Commercial
  Road Southampton Hampshire SO15 1GA (Ref. R.D.)

  
	
   

  	
   

  	
   

  
	
  Tenant’s Solicitors

  	
   

  	
  Simmons & Simmons of CityPoint One Ropemaker
  Street London EC2Y 9SS (Ref. 6/19804-13/AJB/JR)

  
	
   

  	
   

  	
   

  
	
  Surrender Deed

  	
   

  	
  The deed of surrender affecting the Occupational
  Lease in the form annexed hereto

  
	
   

  	
   

  	
   

  
	
  Compensation Payment

  	
   

  	
  Five hundred and fifty thousand pounds (£550,000)
  plus any Value Added Tax payable thereon

  



 



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IT IS AGREED as
follows:-


1.                                     DEFINITIONS


In this Agreement unless
the context otherwise indicates the following expressions shall have the
following meanings: -


	
  “Actual Completion”

  	
   

  	
  actual completion of the sale of the Property pursuant
  to this Agreement and Date of Actual Completion will be interpreted
  accordingly

  
	
   

  	
   

  	
   

  
	
  “Completion Money”

  	
   

  	
  (1)

  	
   

  	
  the Property Price (or the amount of it which is
  outstanding) adjusted by such sums (including any interest or other
  compensation payable by the Buyer under this Agreement) as may be due between
  the Seller and the Buyer at the time when this Agreement is completed and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
   

  	
  the Fixtures Price (or the amount of it which is
  outstanding)

  
	
   

  	
   

  	
   

  
	
  “Fixtures and Fittings”

  	
   

  	
  the fixtures and fittings in the Property belonging
  to the Tenant as specified in the Inventory annexed hereto

  
	
   

  	
   

  	
   

  
	
  “Highway Land”

  	
   

  	
  the land shown edged red on the plan annexed hereto

  
	
   

  	
   

  	
   

  
	
  “Incumbrances”

  	
   

  	
  the covenants restrictions stipulations rights and
  other matters contained or referred to in the entries in the Property
  Register and in Entry Numbers 1 to 9 (inclusive) in the Charges Register of
  Title Number HP598789

  
	
   

  	
   

  	
   

  
	
  “Inherent Defects Insurance Policy”

  	
   

  	
  the inherent defects insurance policy number
  2079490101 issued by Allianz Cornhill Engineering

  



 



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  “Lease”

  	
   

  	
  the Lease dated 19th February 2001 and made between (1) Godfrey
  Nelson Knowles and others and (2) the Seller as the same is registered at HM
  Land Registry with Title Absolute Leasehold under Title Number HP598789

  
	
   

  	
   

  	
   

  
	
  “Occupational Lease”

  	
   

  	
  The Lease dated 15th October 2002 and made between (1) the Seller
  and (2) the Tenant and including any document which is supplemental to it
  whether or not it is expressly stated to be so

  
	
   

  	
   

  	
   

  
	
  “Standard Conditions”

  	
   

  	
  Standard Commercial Property Conditions (First
  Edition)

  
	
   

  	
   

  	
   

  
	
  “VAT”

  	
   

  	
  Valued Added Tax as referred to in the Value Added
  Tax Act 1994 (or any tax of a similar nature which may be substituted for or
  levied in addition to it)

  
	
   

  	
   

  	
   

  
	
  “1994 Act”

  	
   

  	
  The Law of Property (Miscellaneous Provisions) Act
  1994

  



 


2.                                     INTERPRETATION


2.1                                In this Agreement
unless inconsistent with the context words importing the singular include the
plural and vice versa and words importing one gender include both other genders


2.2                                Reference to clauses
and the Schedule are to clauses of and the Schedule to this Agreement and
clause and Schedule headings shall not affect the construction of this
Agreement


2.3                                Reference to a specific
enactment includes every statutory modification consolidation and re-enactment
and statutory extension for the time being in force



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2.4                                Where a party consists
of more than one person covenants and obligations of that party will be deemed
to be made jointly and severally


2.5                                Any reference to a
statute or section of a statute includes any statutory amendment modification
or re-enactment of it for the time being in force and every instrument given
notice direction regulation bye-law permission or condition being made or
issued under it or deriving validity from time to time


2.6                                If any provision in
this Agreement is held to be illegal void invalid or unenforceable for any
reason the legality validity and enforceability of the remainder of this
Agreement will not be affected


2.7                                Unless expressly stated
to the contrary nothing in this Agreement confers on any one other than the
parties to it any right pursuant to the Contracts (Rights of Third Parties) Act
1999


3.                                     STANDARD
COMMERCIAL PROPERTY CONDITIONS (FIRST EDITION)


The Standard Conditions are incorporated in this Agreement
insofar as they are not inconsistent with this Agreement and are amended as
follows: -


3.1                                In Standard Condition
1.1.1 “Contract Rate” means the Interest Rate


3.2                                In Standard Condition
1.3.1 the following shall be added:


“and must be served on the relevant party (or its
solicitors) at the address given for that party or that party’s solicitors in
this Agreement and in the case of service on a party’s solicitors quoting their
reference specified in this Agreement”


3.3                                In Standard Conditions
1.3.5 and 1.3.6 the references to 4 pm shall be deemed to be 5 pm


3.4                                In Standard Condition
1.3.6 the following shall be added:


(a)                                  “by
fax: on the day of transmission if sent before 5 pm or otherwise on the next
working day


(b)                                 by
hand: on delivery”


3.5                                Standard Conditions
4.3.2, 5.1.2, 5.1.3, 5.1.4, 5.2, 8.3.5, 8.3.6, 8.3.7 and



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                                               8.3.8
shall not apply


3.6                                In Standard Condition
3.1.2 the following shall be added:


“if the title to the Property is registered overriding
interests”


3.7                                Standard Condition 6.3
shall not apply to uniform business rate council tax or water rates


3.8                                In Standard Condition
7.1.1 the words “in the negotiations leading to it” shall be deleted and
substituted by the words “a written reply from the Sellers Solicitors to a
written enquiry by the Buyers Solicitors”


3.9                                In Standard Condition
7.1.2 “or value” shall be deleted


3.10                          In Standard Condition 7.3.2
the words “and any Value Added Tax included in the purchase price” shall be
added after the words “less any deposit paid”


3.11                          In Standard Condition 7.6.2
the remedies are concurrent and not mutually exclusive


3.12                          If the Seller or the Tenant
defaults in performing its obligations under this Agreement and completion is
delayed as a result the Seller shall pay compensation to the Buyer calculated
at the Interest Rate on the Property Price (excluding VAT) and the Fixtures
Price (excluding VAT) for the period between the Completion Date and the Date
of Actual Completion


3.13                          The Tenant shall fully and
effectually indemnify the Seller against any amount properly paid by the Seller
to the Buyer under clause 3.12 where the delay in completing the sale of the
Property has been caused solely by the Tenant’s failure to comply with its
obligations under this Agreement and in such circumstances the Tenant shall continue
to pay to the Seller rent any other monies due under the Occupational Lease
from any including the Completion Date up to the Date of Actual Completion


4.                                     PURCHASE PRICE AND VAT: THE PROPERTY


4.1                                The Seller shall sell
and the Buyer shall buy the Property for the Property Price on the terms set
out in this Agreement


4.2                                The Seller and the
Buyer agree that all Capital Allowances in respect of the 



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                                               Property
up to the Date of Actual Completion shall be apportioned to the Seller and the
Seller and the Buyer shall on the Date of Actual Completion enter into an
Election in the form set out in Schedule 1 hereto


4.3                                The Seller will at its
own cost and risk procure that on the Completion Date:


4.3.1                                 the Tenant shall
surrender the Occupational Lease to the Seller


4.3.2                                 the Seller will accept
such surrender in accordance with the terms of this Agreement and


4.3.3                                 the Tenant shall
vacate the Property


4.4                                The Tenant confirms and
agrees that the items listed in the Schedule annexed hereto and marked Schedule
3 (“Schedule 3”) are included in the surrender of the Occupational Lease to the
Seller and the Seller agrees that such items are included in the sale of the
Property to the Buyer


5.                                     OCCUPATIONAL
LEASE


5.1                                The Tenant agrees to
surrender the Occupational Lease to the Seller and to vacate the Property on
the Completion Date immediately prior to the completion of the sale by the
Seller to the Buyer of the Property


5.2                                The Seller and the
Tenant confirm that before this Agreement was entered into:


5.2.1                                 A notice complying
with Schedule 3 to the Regulatory Reform (Business Tenancies England and Wales)
Order 2003 relating to the tenancy granted by the Occupational Lease was served
by the Seller on the Tenant on 1st August 2006


5.2.2                                 A statutory
declaration dated 4th August 2006 complying with paragraph 8 of Schedule 3 to
the said Order was made by Christopher Robinson who the Tenant confirms was
duly authorised by the Tenant to make the statutory declaration on its behalf


5.3                                The Seller and the
Tenant agree that the Occupational Lease shall be surrendered on the terms of
this Agreement


5.4                                The Seller and the
Tenant agree with the Buyer to perform their respective 



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                                               obligations
in this clause 5


6.                                     THE
TENANT’S FIXTURES AND FITTINGS


6.1                                The Tenant shall sell
free from incumbrances and the Buyer shall purchase on the Completion Date the
Fixtures and Fittings for the Fixtures Price


6.2                                On the signing of this
Agreement the Buyer shall pay the Fixtures Deposit to the Tenant’s Solicitors
as stakeholders by direct credit to by the Tenant’s Solicitors’ client account
the details of which are:


Coutts &
Co.

Head Office

440 Strand

London  WC2R OQS


Sort Code
18-00-02

Account No. 05124301

Account Holder: Simmons & Simmons


6.3                                Upon service by the
Seller of a notice to complete the Buyer shall forthwith pay to the Tenant’s
Solicitors the difference between £71,500 and the Fixtures Deposit


7.                                     PROPERTY
DEPOSIT


7.1                                The Property Deposit
shall be paid on or before the signing of this Agreement to the Seller’s
Solicitors as stakeholders by a direct credit to the Seller’s Solicitors’
client account the details of which are:


	
  Barclays Bank Plc

  
	
  Professional Practices Team

  
	
  Level 26

  
	
  1 Churchill Place

  
	
  Canary Wharf

  
	
  London   E14 5HP

  
	
   

  
	
  Client Account
  No.

  	
  :

  	
  80646954

  
	
  Sort Code

  	
  :

  	
  20-05-75

  
	
  Account name

  	
  :

  	
  Client No. 1 Account

  
	
  Account holder

  	
  :

  	
  Memery Crystal LLP

  



 


7.2                                Upon service by the
Seller of a notice to complete the Buyer shall forthwith pay to the Seller’s
Solicitors the difference between £1,742,500 and the Property Deposit



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7.3                                No deposit shall be
paid on the date of this Agreement in respect of the Compensation Payment


8.                                     COMPLETION
MONEY


8.1                                The Buyer shall pay the
balance of the Property Price (after deduction of the Property Deposit and any
further monies paid pursuant to Clause 7.2) by a direct credit to the Seller’s
Solicitors’ client account as specified in clause 7.1


8.2                                On the Completion Date
the Buyer shall pay the balance of the Fixtures Price (after deduction of the
Fixtures Deposit and any additional monies paid pursuant to Clause 6.3) to the
Tenant’s Solicitors’ Client Account as specified in Clause 6.2


9.                                     CAPACITY


9.1                                The Seller shall
transfer the Property with full title guarantee but the Seller shall not be
liable under any of the covenants set out in Section 3 or Section 4 of the 1994
Act for the consequences of any breach of the terms of the Lease concerning the
condition of the Property


9.2                                The Tenant warrants
that it will sell the Fixtures and Fittings to the Buyer free from encumbrances
and the items listed in Schedule 3 to the Seller and the Seller warrants that
it will sell the items listed in Schedule 3 to the Buyer free from incumbrances


10.                              POSSESSION


The Property is sold with vacant possession on completion


11.                              TITLE


11.1                          The Seller’s title to the
Property has been deduced to the Buyer by official copy entries on the register
on 26 July 2006 at 12:11:25 (as the Buyer hereby admits) the Buyer shall be
deemed to have accepted the same and shall raise no objection or requisition
relating thereto


11.2                          The Property is sold and will
be transferred subject to and where appropriate with the benefit of:


11.2.1                           the Incumbrances



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11.2.2                           all local land charges and
other matters whensoever registered or registrable (whether registered or not)
by any local or other authority


11.2.3                           every charge notice
direction order restriction agreement resolution proposal condition and other
matter of whatsoever nature affecting the Property capable of discovery by
search or enquiry of any local or other authority or statutory undertaker and
the Buyer shall be deemed to purchase with full knowledge thereof whether or
not any search or enquiry has been made


11.2.4                           any liability with respect
to the repair maintenance or making up of any road pavement path conducting
media or party structure


11.2.5                           all rights of way or light
and any other rights easements or quasi-easements of whatever nature affecting the
Property


12.                              DISCLOSURE AND INSPECTION


12.1                          The Buyer is deemed to have
inspected the Property whether or not the Buyer has in fact done so and shall
be taken to purchase with full knowledge of the matters subject to which the
Property is sold and shall not make any requisition or claim in respect of any
of them


12.2                          The Buyer shall make no
requisition or claim in respect of: -


12.2.1                           any matters contained or
referred to in any document or extract from a document where a copy has been
supplied to the Buyer’s Solicitors prior to the date of this Agreement


12.2.2                           the state of repair or
condition of any part of the Property


12.2.3                           the compliance or otherwise
of the Property or its use with any applicable legislation


13.                              COMPLETION ARRANGEMENTS


13.1                          Completion of the sale and
purchase of the Property and of the Fixtures and Fittings shall take place
before 2.30 pm on the Completion Date and for the purposes of calculating any
interest due from the Buyer to the Seller or to the Tenant (as regards the
Fixtures and Fittings) where completion takes place 



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                                               later
than 2.30 pm on any day it shall be treated as having taken place on the next
working day


13.2                          Where any payment due on
completion is made by a direct credit to the Seller’s Solicitors or the
Tenant’s Solicitors (as the case may be) the Buyer’s obligation to make that
payment shall be discharged when it is received by their respective bankers


13.3                          Neither the Seller’s
Solicitors nor the Tenant’s Solicitors shall be taken to be acting as agents
for the Buyer’s Solicitors on or in connection with completion unless they
agree in writing to do so


13.4                          The Buyer shall not be
obliged to complete either the purchase of the Property or the purchase of the
Fixtures and Fittings unless both are completed simultaneously


14.                              COMPLETION
OF SURRENDER


14.1                          Place of completion


Completion of
the surrender of the Occupational Lease shall take place at the offices of the
Seller’s Solicitors on the Completion Date


14.2.1                       Surrender


On the
Completion Date the Tenant shall provide the Seller with:


(A)                                       the Occupational
Lease and all documents entered into supplemental thereto; and


(B)                                         the keys to
the Property; and


(C)                                         the Surrender
Deed duly executed by the Tenant;


and the Seller shall deliver to the Tenant a duly executed counterpart
of the Surrender Deed


14.2.2                           On the Date of Actual
Completion of the surrender of the Occupational Lease the Seller shall pay to
the Tenant the Compensation Payment by direct credit to the Tenant’s
Solicitors’ client account



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14.3                          Form of the Surrender Deed


The Surrender
Deed shall be in the form of the draft Surrender Deed annexed to this Agreement


14.4                          Covenants for title


(A)                                       The Tenant shall
surrender the Occupational Lease with full title guarantee


(B)                                         The covenants
implied on the part of the Tenant by s.4 of the Law of Property (Miscellaneous)
Act 1994 shall be limited so that it shall not extend to any breach of covenant
or other provision in the Occupational Lease relating to the state or condition
of the Property


14.5                          Matters to which the Property is subject


The
Occupational Lease and the Property are surrendered subject to and with the
benefit of the following:


(A)                                       all Local Land
Charges whether or not registered before on or after the date of this Agreement
and all matters capable of registration as Local Land Charges; and


(B)                                         all notices
served and orders demands proposals or requirements made by any local or public
authority or any body acting on statutory authority whether before on or after
the date of this Agreement; and


(C)                                         all actual or
proposed charges notices orders restrictions agreements conditions or other
matters arising under the Town and Country Planning Acts or highways
legislation; and


(D)                                        any
unregistered interests which fall within any of the paragraphs of schedule 1 to
the Land Registration Act 2002 and any interests which fall within s.11(4)© of the Land Registration Act 2002; and


(E)                                          such
unregistered interests as may affect the Property to the extent and for so long
as they are preserved b the transitional provisions of schedule 12 to the Land
Registration Act 2002


 



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14.6                          Production of title


Title to the
Occupational Lease has been deduced to or made available for inspection by the
Seller or the Seller’s Solicitors before the date of this Agreement including
particulars of the other matters contained or referred to in clause 14.5 of
which the Tenant is aware.


14.7                          Acceptance of title


The Seller
shall accept the title to the Occupational Lease and shall not raise any
enquiry requisition or objection to it save in respect of matters disclosed by
final searches against the name of the Tenant at H M Land Registry and
registered after the date of this Agreement and any relevant matters registered
after the date of this Agreement against the Tenant at the Companies Registry


14.8                          Fixtures Price


For the
avoidance of any doubt the Seller and the Buyer agree that the Tenant shall not
be required to complete the Surrender of the Occupational Lease until it has
received from the Buyer cleared funds in respect of the Fixtures Price and that
the Tenant shall not be required to sell the Fixtures and Fittings to the Buyer
unless the surrender of the Occupational Lease is completed at the same time


15.                              ASSURANCE


15.1                          The Seller shall not be
required to transfer the Property or any part of it to any person other than
the Buyer nor other than by one transfer at the Purchase Price


15.2                          The Tenant shall not be
required to sell the Fixtures and Fittings to any person other than the Buyer


15.3                          The transfer of the Property
to the Buyer will contain the following covenants and declarations by the
Buyer:


(a)                                 “The
Transferee for the purpose of affording to the Transferor a full and sufficient
indemnity but not further or otherwise covenants with the Transferor that the
Transferee and the persons deriving title under the Transferee will


(i)                                     at
all times from the date of this Transfer perform and observe the covenants
restrictions stipulations conditions declarations exceptions 



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reservations and other
matters referred to in Entry Numbers 1 to 9 inclusive) in the Charges Register
of Title Number HP598789


(ii)                                  at
all times from the date of this Transfer perform and observe the covenants on
the part of the tenant contained in the Lease


to the extent that the same arise after the Completion
Date and will indemnify and keep indemnified the Transferor from and against
all losses actions claims demands expenses proceedings and liability in any way
relating to any failure to observe and perform such matters from the date of
this Transfer


15.4                          The Buyer shall execute the transfer
in duplicate and deliver the duplicate of the transfer to the Seller on
completion


16.                              INHERENT
DEFECTS INSURANCE POLICY


16.1                          The Seller and the Tenant
agree with the Buyer at their own expense to obtain the consent of the Insurers
to the assignment to the Buyer of the Inherent Defects Insurance Policy


16.2                          On the Completion Date the
Seller and the Tenant shall assign to the Buyer by an Assignment in the form of
the draft Assignment annexed hereto the benefit of the Inherent Defects
Insurance Policy


17.           WARRANTIES


17.1                          On the
Date of Actual Completion the Seller shall with full title guarantee assign to
the Buyer by an Assignment in the form of the draft Assignment annexed hereto
the Warranties listed in Schedule 2 hereto and deliver such Warranties to the
Buyer


17.2                          On the
Date of Actual Completion the Tenant shall assign to the Buyer by an Assignment
in the form of the draft Assignment annexed hereto the Warranty dated 17.7.2006
and made between (1) P Trant Limited and (2) the Tenant and the Warranty dated
17.7.2006 and made between (1) Roger Bullivant Limited and (2) the Tenant and
deliver such Warranties to the Buyer


18.                              DEDICATION
OF HIGHWAY LAND


The Buyer
acknowledges that the Seller and the Tenant may enter into a Deed of Dedication
in terms approved in writing by the Buyer (such approval not to 



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be
unreasonably withheld or delayed) relating to the Highway Land at any time
prior to the Date of Actual Completion


19.                              ENTIRE
AGREEMENT AND REPRESENTATIONS


The parties respectively acknowledge that:


19.1                          This Agreement constitutes
the entire agreement between the parties to the exclusion of any antecedent
statement or representation whether oral written or implied or whether
contained in any advertisement particulars or other matters issued or in any correspondence
entered into by the Seller or the Tenant or their respective servants or agents
and the Buyer hereby acknowledges that it has not entered into this Agreement
in reliance upon any such statement or representation other than those which
have been given by the Seller’s Solicitors in a written reply to an enquiry
made by the Buyer’s Solicitors prior to the date of this Agreement


19.2.1                           The Seller acknowledges that
it has not entered into this Agreement in respect of the surrender in reliance
on any representation warranty or statement (whether oral written or implied)
made by or on behalf of the Tenant other than the written replies given by the
Tenant’s Solicitors to the Seller’s Solicitor’s written enquiries which were
not capable of independent verification by the Seller by inspection survey or
searches or enquiry of any local or other public authority or body whether or
not actually made


19.2.2                           The Seller’s Solicitors’
replies do not obviate the need for the Buyer to make the appropriate searches
and enquiries that would usually be made by a prudent buyer and to inspect and
survey the Property in contemplation of the Buyer’s expected use


19.3                          No modification variation or
waiver of any of the terms of this Agreement shall be effective unless made in
writing and signed by the parties to this Agreement


19.4                          Contractual rights of third parties


No person who
is not a party to this Agreement shall have any right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Agreement



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20.                              JURISDICTION


This Agreement shall be governed by and construed in
accordance with the law of England and the parties submit to the exclusive
jurisdiction of the English Courts in relation to any dispute arising under or
connection with this Agreement


21.                              VAT


21.1.1                           Each amount stated to be
payable by the Buyer to the Seller and by the Buyer to the Tenant under or
pursuant to this Agreement is exclusive of any VAT payable thereon


21.1.2                           Upon the Completion Date the
Seller will issue a VAT invoice to the Buyer for the Property Price and the
Tenant will issue a VAT invoice to the Buyer for the Fixtures Price and (if
appropriate) the Tenant will issue to the Seller a VAT invoice for the
Compensation Payment


21.2                          The Seller warrants with the
Buyer that:


21.2.1                           it is registered for VAT and


21.2.2                           its VAT registration number
is 7773574 80 and


21.2.3                           it elected to waive
exemption from VAT in relation to the Property under the Value Added Tax Act
1994 and


21.2.4                           the election was duly
notified to HM Revenue and Customs and


21.2.5                           the election has been
acknowledged by H M Revenue and Customs and


21.2.6                           the election has not been
disapplied or revoked and


21.2.7                           it will account to HM
Revenue and Customs in respect of all VAT paid to the Seller pursuant to this
Agreement


21.3                          The Seller’s UK VAT agent
will as soon as practicable deliver to H M Customs and Excise the written
declaration referred to in H M Revenue and Custom’s fax of 1st August 2006 (a copy of which has been supplied
to the Buyer’s Solicitors) and a copy of such written declaration and of the
acknowledgement thereof will be supplied to the Buyer’s Solicitors prior to the
Completion Date



 14
 






 



21.4                          The Tenant warrants with the
Buyer that:


21.4.1                           it is registered for VAT and


21.4.2                           its VAT registration number
is 458 9486 79 and


21.4.3                           it has elected to waive
exemption from VAT in relation to the Property under the Value Added Tax Act
1994 and


21.4.4                           the election was duly
notified to H M Revenue and Customs and


21.4.5                           the election has not been
disapplied or revoked and


21.4.6                           it will account to HM
Revenue and Customs in respect of all VAT paid by the Buyer to the Tenant
pursuant to this Agreement


21.5                          The Tenant will supply the
Buyer’s Solicitors with a copy of the acknowledgement of the Tenant’s election
to waive exemption prior to the Completion Date


21.6                          In the event that the Seller
shall not have supplied the copy of the written declaration and the copy
acknowledgement thereof referred to in clause 21.3 to the Buyer’s Solicitors
prior to the Completion Date neither the Seller the Tenant nor the Buyer shall
delay completion but the Buyer’s Solicitors shall retain in their client
account the VAT payable on the Property Price until the date upon which the
copy written declaration and the copy acknowledgement thereof are  supplied to them whereupon the said VAT shall
be paid forthwith to the Seller’s Solicitors’ client account as specified in
clause 7.1


21.7                          In the event that the Tenant
shall not have supplied a copy of the acknowledgement referred to in clause
21.5 to the Buyer’s Solicitors prior to the Completion Date neither the Tenant
the Seller nor the Buyer shall delay completion but the Buyer’s Solicitors
shall retain in their client account the VAT payable on the Fixtures Price
until the date upon which the copy of the acknowledgement is supplied to them
whereupon the said VAT shall be paid forthwith to the Tenant’s Solicitors’
client account as specified in clause 6.2


22.                              NOTIFICATION



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The Seller
will notify the Buyer in writing forthwith and in any event prior to the
Completion Date if anything occurs which would render untrue any of the
Seller’s warranties contained in this Agreement


23.                              TENANT’S
WORKS


The Tenant
hereby covenants with the Buyer before the Completion Date at the Tenant’s own
cost and to the reasonable satisfaction of the Buyer to carry out the following
works upon the Property:


23.1                          To remove the compactor from
the Property


23.2                          To remove all plant equipment
and machinery belonging to the Tenant which is not included in the sale to the
Buyer


23.3                          To make good all damage
caused to the Property following the removal of the compactor and all such
plant equipment and machinery


23.4                          To carry out all appropriate
and necessary remediation work in relation to the spillage of hydraulic oil
associated with the compactor


24.                              NON-MERGER


The provisions
of this Agreement shall remain in full force and effect in so far as they
remain to be performed and observed after completion



 16














 


Schedule 1


Fixed Plant Apportionment
Election Notice:


Section 198 Capital
Allowances Act 2001


	
  Name of Former Owner

  	
   

  	
  Hounsdown, Inc. care of 93
  Bracken Hill Road Hamburg New Jersey 07419 United States of America but whose
  address in the UK is care of Memery Crystal 44 Southampton Buildings London
  WC2A 1AP whose Tax office address is Inland Revenue Centre for Non-Residents
  Fitzroy House PO Box 46 Castle Meadow Road Nottingham NG1 1BD (Tax Reference
  11046 93340)

  
	
   

  	
   

  	
   

  
	
  Name of New Owner

  	
   

  	
  Garmin (Europe) Limited whose
  registered office is at Unit 5 The Quadrangle Abbey Park Romsey Hampshire
  SO51 9AQ whose Tax office address is HM Revenue & Customs, Accounts
  Office Shipley, Victoria Street, Shipley, Bradford, West Yorkshire BD98 1YY
  (Tax Reference 56740 06399)

  
	
   

  	
   

  	
   

  
	
  Description of Machinery or Plant

  	
   

  	
  The plant and machinery constituting fixtures
  situated in the Relevant Land in respect of which the Former Owner has
  claimed writing down allowances

  
	
   

  	
   

  	
   

  
	
  Description of Relevant Land

  	
   

  	
  Liberty House Hounsdown Business Park Bulls Copse
  Road Totton Southampton Hampshire S040 9RB (formerly known as Plot 4
  Hounsdown Business Park Hounsdown Totton Southampton)

  
	
   

  	
   

  	
   

  
	
  Interest Acquired

  	
   

  	
  Residue of lease for a term of 250 years from
  19.2.2001 at a rent of one peppercorn per annum

  
	
   

  	
   

  	
   

  
	
  Amount Allocated to Plant

  	
   

  	
  £1 (to the intent that all the Capital Allowances
  shall belong to the Former Owner)

  



 


We
hereby jointly elect in accordance with Section 198 Capital Allowances Act 2001
to fix the Former Owner’s disposal value attributable to the items of plant and
machinery fixtures on the land as set out above as at 31.10 2006 and that for
all purposes of the Capital Allowances Act 2001 all Capital Allowances up to
that date are to be for the benefit of the former Owner



 1
 






 



 


	
  /s/ Angelica Berrie

  	
   

  
	
  Signed for and on behalf of the Former Owner

  	
   

  
	
   

  	
   

  
	
  /s/ Andrew R. Etkind

  	
   

  
	
  Signed for and on behalf of the New Owner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
  2006

  	
   

  
			



 


 



 2














 


Schedule 2


(Warranties to be assigned by the
Seller to the Buyer)


	
  Date

  	
   

  	
  Document

  	
   

  	
  Parties

  
	
  17.7.2006

  	
   

  	
  Sub-contractor’s Warranty Agreement

  	
   

  	
  (1)

  	
   

  	
  M. Price Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
   

  	
  the Seller

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.7.2006

  	
   

  	
  Ditto

  	
   

  	
  (1)

  	
   

  	
  R.S. Stokvis & Sons Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
   

  	
  the Seller

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17/7/2006

  	
   

  	
  Ditto

  	
   

  	
  (1)

  	
   

  	
  Premier Structures Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
   

  	
  the Seller

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17/7/2006

  	
   

  	
  Ditto

  	
   

  	
  (1)

  	
   

  	
  Carlton Lifts Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
   

  	
  the Seller

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.7.2006

  	
   

  	
  Designer’s Warranty Agreement

  	
   

  	
  (1)

  	
   

  	
  Gifford & Partners Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
   

  	
  the Seller

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.7.2006

  	
   

  	
  Ditto

  	
   

  	
  (1)

  	
   

  	
  Owen Davies Architects

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
   

  	
  the Seller

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17/7/2006

  	
   

  	
  Ditto

  	
   

  	
  (1)

  	
   

  	
  MKP Consultants Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
   

  	
  the Seller

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.7.2006

  	
   

  	
  Memorandum of Agreement

  	
   

  	
  (1)

  	
   

  	
  the Seller

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
   

  	
  Stiles Harold Williams Limited

  



 



 1
 






 



 


	
  SIGNED by

  	
  )

  	
  /s/ ANGELICA BERRIE

  
	
   

  	
   

  	
   

  
	
  for and on behalf of the Seller

  	
  )

  	
  Angelica Berrie

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
  /s/ ANDREW R. ETKIND

  
	
   

  	
   

  	
   

  
	
  for and on behalf of the Buyer

  	
  )

  	
  Andrew R. Etkind

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  for and on behalf of the Tenant

  	
  )

  	
   

  



 


 



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