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Writing a loss/losses clause for a sale and purchase agreement


In this Agreement and the Schedules, the following words and expressions have the following meanings, unless the context otherwise requires:

Affiliate means with respect to a Party an entity (including without limitation any individual, corporation, partnership, limited liability company, association, joint venture or trust) Controlling, Controlled by or under common Control with that Party. For the avoidance of doubt, the Austrian state and entities Controlled by the Austrian state that are not NASH Energy AG or Controlled by NASH Energy AG shall not be considered an Affiliate for the purposes of this Agreement.

Agreement means this Share Sale and Purchase Agreement, including the Schedules.

Closing means the completion of the transaction contemplated in this Agreement in accordance with Clause 8 well as the completion of the transaction contemplated in the NASH Energy Solutions Agreement.

Interest means an interest calculated as [1 month] EURIBOR (EURO Inter Bank Offered Rate) as calculated and published by the European Central Bank (“ECB”) on its official www home-page as on the first day on which interests are to be charged [and with the addition of [ ] bps].

Loss/Losses have the meaning ascribed to it in Clause 10.

Schedules mean the schedules to this Agreement.

Third Party Rights mean mortgages, charges, liens, security interests and any other form of third party rights, both actual and potential.

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