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Reading conditions precedent

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1.CONDITIONS PRECEDENT TO CLOSING

1.1 Mutual conditions precedent

Each of the Parties’ obligations to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment (or waiver by both Parties) on or prior to the Closing Date of each of the following conditions precedent:

1.1.1 The closing of the NASH Solutions Agreement attached to this Agreement as Schedule 1.1.1 occurs simultaneously the Closing of this Agreement;

1.1.2 The City of Innsbruck, Seidlhofer Construction GmbH and NASH Energy AG have validly concluded an amendment to the Shareholders’ Agreement concerning Seidlhofer Construction GmbH dated 1 May 2007 in the form as attached as Schedule 1.1.2.

1.2 Seidlhofer Construction GmbH ‘s conditions precedent

Seidlhofer Construction GmbH’s obligation to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment (or waiver by Seidlhofer Construction GmbH) on or prior to the Closing Date of each of the following conditions precedent:

1.2.1 This Agreement has been approved by Seidlhofer Construction GmbH’s Board of Directors (Aufsichtsrat), such approval to be made no later than 6 June 2011.

1.3 NASH Energy AG’s conditions precedent

NASH Energy AG’s obligation to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment (or waiver by NASH Energy AG) on or prior to the Closing Date of each of the following conditions precedent:

1.3.1 This Agreement has been approved by NASH Energy AG’s Board of Directors, such approval to be made no later than 13 June 2011;

1.4 The Parties undertake actively and loyally, individually and in co-operation to (i) take all such steps and (ii) to provide or procure the provision of, as promptly as reasonably practicable, all such information and assistance as the other Party may reasonably request or require in order to ensure the timely and duly fulfilment of the conditions precedent set out in this Clause 1. Each Party undertakes without undue delay to hold the other Party currently and reasonably informed of the steps taken by the relevant Party in order to fulfil the conditions precedents, and to disclose to the other Party any event, circumstance etc., which will or may prevent any of the conditions precedent set out in this Clause 1 from being satisfied. If such an event, circumstance etc. occurs, the Parties will endeavour to resolve it as promptly as practicable possible.

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