In Article 7, the obligations of the seller under Article 2 of the master contract are subject to the suspensive condition that the seller makes certain statements or acts on or prior to the closing date. The conditions referred to in Article 7, the performance of which is imposed on the buyer, may also be agreed under German law.

Attention is once again drawn to the fact that a suspensive condition may not be agreed on a "Closing Date" under German law. Suspensive conditions can only be agreed under German law with regard to the validity of the in rem performance transaction.

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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