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Reading a disclosure letter

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Emberger Fantelle
Gamplumweg 7
A-6067 Bürs
Austria

5 April 2011

1007862 MCF/RB

 

Mag. Ing. Phillipp Seidlhofer
Seidlhofer Construction GmbH
Langegasse 17
A-6020 Innsbruck
Austria

PROJECT NEU THAUR – DISCLOSURE LETTER

We refer to the share sale and purchase agreement dated 5 April 2011 (the “Agreement”) between Seidlhofer Construction GmbH’s (the “Buyer”) acquisition of [14.5] % of the shares of NASH Energy Solutions AG from NASH Energy Power AG (the “Seller”).

This letter together with the documents attached hereto constitutes the disclosure letter (the “Disclosure Letter”) as defined in Clause [7] of the Agreement.

This Disclosure Letter supplements the Agreement, the Vendor Due Diligence Reports and the management presentation of 9 March 2011 and aims to disclose certain relevant matters and information in respect of the warranties and representations made by the Seller in Clause [6] of the Agreement, which are all subject to the facts and information disclosed by the Seller.

Accordingly, the Seller shall not be held liable in respect of any breach of the warranties and representations if and to the extent that such breach results from matters or circumstances which have been disclosed in or by virtue of this Disclosure Letter, the Agreement, the Vendor Due Diligence Reports and the management presentation.

You are requested kindly to sign and return the enclosed copy of this Disclosure Letter as a confirmation of your receipt and acceptance hereof.

Definitions and interpretation

Unless otherwise stated herein, the words and expressions defined in the Agreement shall have the same meanings in this Disclosure Letter.

In the event of any inconsistency between the information contained in this Disclosure Letter and the documents attached hereto or the documents referred to under the general disclosure, the documents shall prevail, and the Seller shall not be liable for any such inconsistency.

Notwithstanding the fact that each of the specific disclosures herein refers to a specific warranty and representation in the Agreement, all disclosures shall be deemed to be made generally in respect of all of the Seller’s warranties and representations in the Agreement.

Also, notwithstanding the fact that each of the specific disclosures herein refers to specific companies or specific assets, including real property, all disclosures shall be deemed to be made generally in respect of all of the relevant companies and assets.

Where documents forming part of this Disclosure Letter are executed in a language other than German or English, this shall not affect the effectiveness of the disclosure, and the Buyer shall be deemed to have full knowledge of the contents of such documents.

The information included in this Disclosure Letter shall not constitute or imply any warranty or representation by the Seller not expressly set out in the Agreement and this Disclosure Letter shall not have the effect of, or be construed as, adding to or extending the scope of any of the warranties or representations in the Agreement.

General disclosures

The following matters and information shall be deemed to have been disclosed by the Seller and shall be treated as part of the Buyer’s actual knowledge:

(a) all matters and information contained in this Disclosure Letter;

(b) all matters and information contained in the Agreement, the Schedules thereto, and the documents referred to therein;

(c) all matters and information specified in or referred to in NASH Energy Solutions AG’ audited annual reports [and the interim accounts as at 5 April 2011;

(d) all matters and information presented to the Buyer and its advisors in connection with the Vendor Due Diligence Reports and the management presentation; and

(e) all matters and information which might be revealed by appropriate and usual searches and inquiries with public authorities and bodies, including (without limitation) company registers, land registers, patent and trademark offices, etc.

Yours sincerely

The Buyer hereby acknowledges receipt of this Disclosure Letter including the documents attached hereto. The Buyer accepts the terms set out in this Disclosure Letter.

[place], on March 20, 2013

__________________________

[authorised signatory of Buyer]
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