Attached files
| file | filename |
|---|---|
| 10-Q/A - 3Power Energy Group Inc. | v180322_10qa.htm |
| EX-32.1 - 3Power Energy Group Inc. | v180322_ex32-1.htm |
| EX-31.1 - 3Power Energy Group Inc. | v180322_ex31-1.htm |
| EX-10.19 - 3Power Energy Group Inc. | v180322_ex10-19.htm |
| EX-10.16 - 3Power Energy Group Inc. | v180322_ex10-16.htm |
| EX-10.17 - 3Power Energy Group Inc. | v180322_ex10-17.htm |
PROJECT
SAN PAOLO
TRANSFER
AGREEMENT
7
APRIL 2009
Alternative
Solutions Word S.r.l.
and
Prime
Sun Power Inc.
Information
marked with an asterisk herein has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
CONTENTS
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Section
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Page
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1.
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Definitions
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4
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2.
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Scope
of the Agreement
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6
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3.
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Closing
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8
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4.
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Post-Closing
obligations
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8
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5.
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Final
Verification and Completion
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9
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6.
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Price
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10
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7.
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Further
Obligations of the Parties
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10
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8.
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Representations
& Warranties
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11
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9.
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Indemnification
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12
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10.
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Penalty
Clause
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13
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11.
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Further
Obligations of the Parties
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13
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12.
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Key
Personnel
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14
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13.
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Termination
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14
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14.
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Confidentiality
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15
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15.
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Force
Majeure
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15
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16.
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Notices
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15
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17.
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Miscellanous
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16
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17.1 Entire
Agreement
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16
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17.2 Amendments
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16
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17.3 Severability
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16
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17.4 Language
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16
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17.5 Fees
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16
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17.6 Assignment
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16
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18.
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Governing
Law
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17
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19.
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Arbitration
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17
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Schedule
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Page
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1.
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Building
Lease Call Option Contracts
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2.
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Lists
of Lands
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18
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3.
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Sample
Technical project for the PV Plants
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4.
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DIAs
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This
agreement (the “Agreement”) is entered into
on 7-4-09 between:
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(1)
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Alternative Solutions World
S.r.l., an Italian Company with registered office in Milan, Via
Verona n. 9, represented by its sole director Mr. Cristian D’Angiò, duly
empowered to enter into this Agreement (the “Transferor”);
and
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(2)
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Prime Sun Power Inc., an
US Company with registered office at 104, Summit Avenue, Summit - NJ
07902-0080, represented by its Chief Operations Officer, Mr. Frank
Jürgens, and its Chief Technology Officer, Prof. Cesare Boffa, duly
empowered to enter into this Agreement (the “Transferee”).
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The
Transferor and the Transferee are hereinafter jointly referred to as the “Parties” and severally as the
“Party”.
WHEREAS
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(A)
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The
Transferor is a company specialized in the development of photovoltaic
energy production plants and is currently involved in a project consisting
of the construction of fifty eight individual PV Plants in the Lands
located in San Paolo di Civitate (Foggia - Italy). In relation with
this, the Transferor:
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(i)
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entered
into the Option Contracts with the Landlords of each Land, obtaining the
right to purchase - at the terms and conditions contained therein and
subject to all necessary Permits being obtained - the relevant
Building Lease for the construction and installation of the PV Plants;
and
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(ii)
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developed
the appropriate Plans for each PV Plant, with the main technical features
as described in the sample project attached hereto as Schedule
3;
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(iii)
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acquired
all the required Permits for the building and operation of all PV
Plants.
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(B)
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The
Transferor represented to the Transferee that, pursuant to Italian and
Puglia’s Regional applicable laws and regulations, the construction and
operation of the PV Plants shall not be subject to any mandatory
environmental assessment (V.I.A Valutazione Impatto Ambientale or
Autorizzazione Unica).
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(C)
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The
Parties carried out appropriate verifications about the ownership of the
Lands by the Landlords and ascertained
that:
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(i)
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the
Lands listed at numbers 26 to 30 in Schedule 2 are
not currently registered with the Registro Immobiliare
(“public register of real estates”) in the name of the relevant
Landlords; and
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(ii)
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various
Encumbrances, including mortgages, liens and diritti di livello
(“Level
Rights”) have been registered with respect to Lands listed at
numbers 5, 6 and 8 to 26 in Schedule 2 before the signing of
the Option Contracts.
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(D)
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The
Transferor has represented to the Transferee his availability to, in the
interest of the Transferee, (i) clear the Lands from any ownership problem
and Encumbrance, if any, and (ii) carry out all the necessary activities
to obtain the STMGs for each of PV
Plants.
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3
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(E)
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Subject
to the attainment of the STMGs and based on the representations made by
the Transferor, the Transferee is interested in entering into the project
by acquiring from the Transferor all relevant rights relating to the
Option Contracts, the Plans and the Permits in order to purchase the
Building Leases from the Landlords relating to the Lands and to build and
operate the fifty eight individual PV Plants according to the terms and
conditions set forth in this Agreement (the “Project”).
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IT IS AGREED as
follows:
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1.
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DEFINITIONS
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1.1
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The
Parties agree that, unless otherwise specified in this Agreement, the
following terms and expressions shall have the following
meaning:
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“AEEG” means the Italian Autorità per l’ Energia Elettrica e
il Gas established under law no. 481/1995.
“Agreement” means this
Agreement together with its Schedules.
“Building Lease” means the
diritto di superficie
right under Articles 952 and following of the Italian civil code.
“Building Lease Contracts” has
the meaning set out under Article 2.1 of this Agreement.
“Business Day/Days” means a
day (except for a Saturday or a Sunday) on which banks are generally open in
Foggia for normal business.
“Claim” means a claim,
proceeding or other matter in respect of which the Transferor agreed to
indemnify and hold harmless the Transferee under Article 9.1.
“Closing” means the
performance by the Parties of all activities under Article 3.
“Completion” has the meaning
set out under Article 5.3.
“DIAs” means the fifty eight
Denuncia d’Inizio
Attività (as per Articles 22 and following of the Presidential decree no
380/2001) filed by the Transferor with the Municipality for the PV Plants with
the relevant Plans and attached hereto as Schedule
4.
“Encumbrances” means any
claims, interest, option or pre-emption right or other rights of any parties,
charges, pledges, mortgages, security, actions, liens, or any other encumbrances
and the like, of any nature whatsoever.
“Final Verification” has the
meaning set out under Article 5.1 of this Agreement.
“Key Persons” means the
persons of (i) Mr. Cristian D’Angiò, born in Lendinara (RO) on 31-March 1979 and
with residence in Via Verona n.9 Milano ; (ii) Mr. Alessandro D’Angiò, born in
Lendinara (RO) on 31-March 1979 and with residence in C.da Zaccara Via per
Palmori km 9 sp 21 Lucera (FG); (iii) Mr. Thomas Weis, born in Bolzano (BZ) on
26-Febbruary 1980 and with residence in via Penegal 24 Caldaro
(BZ).
“Landlords” means the owners
of the plots of land where the PV Plants will be built who signed the Option
Contracts.
4
“Lands” means the plots of
land located in the municipality of San Paolo di Civitate and listed in Schedule
2.
“Lands’ Clearance” means the
full clearance of any ownership inconsistency with respect to the Option
Contracts and the cancellation of any Encumbrance relating to the Lands listed
in Premise (C) pursuant to Article 2.3 below.
“Liability” and/or “Liabilities” mean the amount of any loss, damages,
sanctions, demands, claims, liabilities, costs, penalties, expenses and/or any
other kind of damages, whether accrued or contingent.
“Municipality” means the
municipality of San Paolo di Civitate, with seat in San Paolo di Civitate (FG -
Italy), Largo Municipio, 1.
“Municipality
Acknowledgement” has
the meaning set out under Article 2.4 of this
Agreement.
“Municipality Agreement” has
the meaning set out under Article 2.4 of this Agreement.
“Option Contracts” means the
Building Lease call option agreements entered into between the Transferor and
the Landlords and attached to this Agreement as Schedule 1 hereto, as
eventually modified and replaced as provided under Article 2.2.
“Permits” means all permits
required to build and operate the PV Plants, including DIAs and any further
permit, license, registration, filing, variance, exemption, consent, approval,
franchise and authorization by or of any local, regional, public or governmental
authority and/or any third party.
“Plans” means all the plans
and technical documents of the PV Plants drafted by the Transferor, which have
been developed the stage of progetto definitivo (“final
plan”) and filed with the DIAs.
“Price” means the
consideration to be paid to the Transferor at the terms and conditions contained
in this Agreement pursuant to Article 6.
“Project” has the meaning as
specified under Premise (E).
“Public Notary” means the
public notary designated by the Transferee in Foggia.
“Public Incentives” means the
awarding of the “Nuovo Conto
Energia” feed-in tariff as provided by Ministerial Decree 19 February
2007 and AEEG’s resolution no. 90/2007.
“PV
Plants” means the fifty eight individual photovoltaic energy production
plants to be built on the Lands, having a nominal installed power of 0.996 MWp
each and the minimum technical features and specifications described at Schedule
3.
“Signing” means the signing of
this Agreement, together with all its Schedules.
“Schedules” means the
schedules to this Agreement.
“STMGs” means all the
necessary technical solutions - including the Soluzione Tecnica Minima
Generale drafted by the competent energy grid manager - for the several
connection of all the PV Plants to the local energy grid.
5
“Warranties” means the representations and warranties of
the Transferor under Article 8.
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2.
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SCOPE
OF THE AGREEMENT
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2.1
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Upon
the terms and subject to the conditions set forth in this Agreement, at
Closing, the Transferor undertakes to cause all the Landlords to enter
into the Building Lease Contracts with the Transferee and to transfer to
the Transferee, who accepts, the Permits and the Plans. Without prejudice
for the right of the Transferee not to proceed to Closing, the Parties
expressly agree that the Transferor shall not be liable in case it proves
that is has performed all reasonable acts and taken all reasonable actions
to obtain the entering into the Building Lease Contracts by the
Landlords.
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2.2
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The
Building Lease Contracts shall be in the form and shall contain the terms
and conditions deemed appropriate by the Public Notary and satisfactory to
the Transferee in order to obtain the registration of the Transferee’s
rights under the Option Contracts in the name of the Transferee pursuant
to Article 2645bis of the Italian civil code or in any other form as
agreed by the Parties before Closing. It is understood that, except where
differently agreed by the Parties before Closing, the terms and conditions
contained in the Building Lease Contracts shall be fully consistent with
those contained in the Option Contracts and, in addition, shall (i) be
conditional with respect to the exercise of the call option (or call
option-like) right by the Transferee and (ii) generally keep the
Transferee free from any obligation unless such right is effectively and
finally exercised. Upon execution of the Building Lease Contracts, the
Transferee shall pay to the Landlords a lump-sum up to a maximum amount
of [___]* per hectare, as a compensation for the notarial
reproduction of the Option Contracts, provided that such compensation
shall be deducted from the first rent to be paid to each of the Landlords
should the Transferee subsequently acquire the relevant Building lease.
All expenses related to the execution of the Building Lease Contracts
shall be entirely borne by the
Transferee.
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At least
10 Business Days before the Closing, the Transferor will receive a copy of the
Building Lease Contracts, which will be made at the Public Notary’s
office.
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2.3
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With
respect to the Lands listed in Premise (C), in respect to which the
Parties has ascertained the existence of certain Encumbrances or
inconsistencies, upon Signing, the Transferor shall start at its own
expenses all necessary and reasonable procedures in order to obtain within
the Final Verification from the Landlords the Lands’ Clearance or the
express commitment in writing of the Landlords and the relevant
counterparties (including banks) to obtain the full clearance prior or at
Completion for all the Lands. In case the Lands’ Clearance or the above
mentioned express commitment in writing is not obtained totally or
partially by the Landlords prior to Closing, the Transferee shall have the
right to postpone, at its sole discretion, the execution of the relevant
Building Lease Contract, provided that the Transferor shall (i)
immediately transfer to the Transferee the relevant Option Contract and
(ii) cause the Building Lease Contract to be entered into by the Landlords
upon request of the Transferee and within 10 (ten) Business Days from such
request. The Transferor shall promptly notify the Transferee in writing
upon full Lands’ Clearance or obtainment of the above mentioned
commitments in writing. Without prejudice for the rights of the Transferee
under Articles 5.2 and 13.2, the Parties expressly agree that the
Transferor shall not be liable for damages in case it proves that is has
performed all reasonable acts and taken all reasonable actions to obtain
the Lands’ Clearance.
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*This
information has been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
6
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2.4
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The
transfer of the DIAs shall be executed by means of written notification by
the Transferor to the Municipality, according to applicable laws and
regulations, duly notified for acknowledgement to the Municipality within
five Business Days from Closing (the “Municipality
Acknowledgement”). Prior to Closing, the Transferor shall enter
into - in the interest of the Transferee and with respect to each DIAs - a
new agreement with the Municipality providing
for:
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(a)
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the
obligation of the DIAs’ beneficiary to pay to the Municipality at the date
of start of the building works relating to each PV Plant a lump sum up
to [___]* for each PV Plant subject to all Permits been obtained. In
case the works are not started prior to 31 December 2009, on or before
such date and without joint liabilities between the
Parties:
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(i)
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the
Transferee shall anticipate, as an advanced and refundable payment, to the
Municipality 50% of the above lump sum for each PV Plant;
and
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(ii)
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the
Transferor shall anticipate, as an advanced and refundable payment, to the
Municipality the remaining 50% of such
amount.
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Upon (1)
Completion and (2) starting of the building works relating to each PV Plant, the
Transferee shall refund to the Transferor all amounts paid by the Transferor
under point (ii) above with respect to such PV Plant.
The
Municipality shall undertake to (1) repay to each Party within 31 December 2010
all advanced payments made with respect to the PV Plants for which the works are
not started within such term, provided that the works are not started for
reasons beyond the Transferee’s reasonable control (the Repayable Amounts) or (2) to
deduct the Repayable Amounts from any amount due by the Transferee to the
Municipality under letter (b) below, if any.
The
Parties agree that all advanced payments made by the Transferor with respect to
a PV Plant under this letter (a) shall be refunded by the Transferee to the
Transferor in case (1) Completion occurs with respect to such PV Plant and (2)
the building works relating to such PV Plant are not started by the Transferee
notwithstanding the existence of all material preconditions including the
Permits.
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(b)
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the
obligation of the DIAs’ beneficiary to pay to the Municipality an yearly
compensation of [___]* per year per each PV Plant starting from the
date of entry into operation of the PV Plant and up until the duration of
the Public Incentives;
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(c)
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the
termination of the obligation under letter (b) above as from the date the
DIAs’ beneficiary, directly or indirectly or through any third party,
undertakes to build a factory producing and/or assembling solar panels and
electrical components in the area;
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(the
“Municipality
Agreement”).
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2.5
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The
Parties expressly acknowledge that the Transferee shall have the right to
exercise the option for the acquisition of the Building Lease for each
Land totally or partially on the basis of the effective needs - which
shall be consistent with the Plans - relating to each PV Plant and the
relevant rent shall be calculated
accordingly.
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*This
information has been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
7
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3.
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CLOSING
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3.1
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Closing
shall take place at the offices of the Public Notary within 45 days from
the Signing, or on such other date as the Parties may hereafter determine
by mutual written agreement. In case Closing does not occur within this
term, this Agreement shall be automatically
terminated.
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3.2
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At
Closing:
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(a)
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the
Transferee and the Landlords shall execute before the Public Notary the
Building Lease Contracts pursuant to Article 2.2 and subject to Article
2.3, accompanied by the notarial transcription needed for the registration
of the relevant Transferee’s rights with the Registro Immobiliare
(Italian public registry of real
estates);
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(b)
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the
Transferee shall pay to each Landlord with whom a Building Lease Contract
has been entered into the lump-sum provided under Article
2.2;
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(c)
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the
Transferor shall deliver to the Transferee originals of the DIAs, of any
other Permit and Plan relating to the
Project;
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(d)
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the
Transferee shall pay to the Transferor the first instalment of the Price
as provided under Article 6.1(a);
and
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(e)
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the
Transferor shall deliver to the Transferee the Municipality Agreement duly
signed by the Municipality.
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3.3
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All
actions and transactions constituting the Closing as described in this
Article 3 shall be regarded for the purposes of the Closing as one and
single transaction so that, at the option of the Party having interest to
the carrying out of the specific action or transaction, no action or
transaction shall be deemed to have taken place unless and until all other
actions and transactions constituting the Closing shall have taken place
as provided in this Agreement.
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4.
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POST-CLOSING
OBLIGATIONS
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4.1
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Upon
Closing, the Transferor shall start all necessary activities in order to
accomplish all filings and procedures required to obtain the necessary
STMGs for all the PV Plants and for their entire nominal power of 0.996
MWp each, and shall obtain the STMGs within the terms set forth below. To
that purpose, the Transferor, upon issuance of written power of attorney
to this effect by the Transferee in favour of the Transferor
shall:
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(a)
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prepare,
on behalf of the Transferee, all the appropriate requests and document in
full compliance with the Italian applicable laws, rules and regulations
(including the technical specifications envisaged by the latest AEEG’s
regulations);
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(b)
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file
such document on behalf of the Transferee with the competent energy grid
manager;
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(c)
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take
care of the procedure for the release of the STMGs, acting in full
compliance with the procedural rules provided by the applicable laws, up
until its final and positive
completion.
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8
The
filing with the competent energy grid manager shall be completed/applied by the
Transferor within the term of 30 days from Closing - or within any following
term as granted by the Transferee at its sole discretion. The Transferor shall
do its maximum efforts in order to get the STMG within the time foreseen by the
law; in case of delays caused by the Authority or force majeure the Transferor
will not be responsible.
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4.2
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In
case the Lands’ Clearance is not obtained with respect to all or part of
the Lands listed in Premise (C), the Transferor shall continue to perform
all activities under Article 2.3 within the term set forth
therein.
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4.3
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All
costs and expenses relating to the activities provided under this Article
4 shall be entirely borne by the
Transferor.
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4.4
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The
Transferor shall promptly notify the Transferee in writing upon obtainment
of all STMGs pursuant to Article 4.1 and full Land’s Clearance (or
obtainment of the express commitments in writing pursuant to Article 2.3)
(if applicable) and shall delivery to the Transferee all the relevant
documents.
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5.
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FINAL
VERIFICATION AND COMPLETION
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5.1
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From
the date of receipt of the notice under Article 4.4 above and for a period
of 20 Business Days starting from that date, the Transferee shall have the
right to conduct a legal and technical due diligence to verify the correct
and final and valid granting of the STMGs pursuant to Article 4.1 and,
where applicable, the Land’s Clearance (the “Final Verification”). To this effect, the Transferor shall
provide the Transferee and its advisors with full access to the STMGs and
all other documents and information relating to the Lands’ Clearance and
the Project as may be reasonably required by the
Transferee.
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5.2
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Upon
completion of the Verification to be made within the deadline term under
Article 5.1, should any of STMGs be, totally or partially, not valid or
any Lands’ Clearance be not fulfilled, also with respect to part of the PV
Plants or the Lands, the Transferee shall have the right to, in addition
to any other remedy provided for by the
law:
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(a)
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terminate
this Agreement in its entirety pursuant to Article 13.2 in case the number
of non compliant PV Plants is higher than 8 (eight) PV Plants;
or
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(b)
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proceed
to the Completion only with respect to the PV Plants in relation to which
the STMGs are fully valid or the Lands’ Clearance has fully
occurred - eventually postponing Completion with respect to the other
PV Plants.
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5.3
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Upon
satisfactory completion of the Final Verification, the Transferee shall
definitively acquire, by entering into appropriate public transfer deeds
with the Landlords, all Building Leases or - in the case provided at
Article 5.2(b) above - part of the Building Leases pursuant to
the relevant Building Lease Contracts (the “Completion”). Completion shall occur within 20 days
from the date the Final Verification is satisfactorily completed pursuant
to the deadline term under Article 5.1. The Parties expressly agree that
Completion shall be deemed to have occurred on the first day after the
expiration of such term in case the Building Leases or - in the case
provided at Article 5.2(b) above - part of the Building Leases are not
entered into by the Transferee within such term and pursuant to the
relevant Building Lease Contracts for any reason different from a breach
by the Landlords’ of their obligations under the relevant Building lease
Contract and directly attributable to the Transferee. In the event under
Article 5.2(b) or should (i) any of the Landlords be in breach of its
obligations under the Building Lease Contracts or (ii) the Lands’
Clearance is not performed by the Landlords at Completion, the Transferee
shall have the right to postpone Completion with respect to the relevant
PV Plants until all the relevant preconditions are
satisfied.
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9
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5.4
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The
Parties agree that in case the Transferee decides not to proceed with
Completion with respect to one or more PV Plants according to the above,
Article 13.2 shall apply, mutatis mutandis and
accordingly, with respect to such PV Plant provided that article 13.2(c)
shall eventually apply pro rata and
proportionally.
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6.
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PRICE
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6.1
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As
consideration for the proper implementation of the Project, the Transferee
shall pay to the Transferor a Price equal to [___]* as
follows:
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(a)
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[___]* shall
be paid in cash, as an advance payment, at
Closing;
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(b)
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[___]* shall
be paid in cash, upon filing of all the STMGs’ by the Transferor pursuant
to Article 4.1, within 5 (five) Business Days from the receipt by the
Transferee of the documents giving evidence of such
filing.
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6.2
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The
payment of the Price shall be made by irrevocable wire transfer in
immediately available funds into the bank account of the Transferor, on or
before the date the payment is due for value on that date. The details of
the account shall be notified in advance by the Transferor to the
Transferee. The Price will be subject to taxation, payable by Transferee
pursuant to applicable laws and
regulations.
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7.
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FURTHER
OBLIGATIONS OF THE PARTIES
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7.1
|
Before
entering into the relevant contracts for the building of the PV Plants and
in any case before starting the building works of the PV Plants, the
Transferee shall do its best effort to enter into an arm’s length
Engineering Procurement Construction (the “EPC”) contract concerning the
PV Plants and into an arm’s length Operation & Maintenance (the
“O&M”) contract of the PV Plants with the Transferor or any other
company indicated by the latter, at terms and conditions which are
customary for these kind of agreements, subject to approval by the
financial institutions financing the
Project.
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7.2
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Upon
request of the Transferee, the Transferor shall provide directly or
through any third party custody and surveillance services to the PV Plants
on an arm’s length basis and at terms and conditions which are customary
for these kind of services.
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7.3
|
Should
the Transferee, for any reason, do not enter into the EPC and O&M
contracts with the Transferor and obtain from third parties better terms
and conditions than those offered by the Transferor, the Transferee shall
do its best efforts to cause such third parties to apply the same terms
and conditions to the Transferor for other projects, similar to the
Project and even if they concern the implementation by the Transferor of a
single PV Plant of 1 (one) MW, in the Foggia
territory.
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*This
information has been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
10
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8.
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REPRESENTATIONS
& WARRANTIES
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8.1
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The
Transferor represents and warrants to the Transferee that each of the
statements set out below is true, accurate and complete in all material
respects at the date of Signing and will also be true, accurate and
complete at Closing and at
Completion.
|
|
|
(a)
|
Capacity
|
|
|
(i)
|
The
Transferor is a corporation validly existing under the laws of Italy with
the requisite power and authority to enter into and perform, and has taken
all necessary corporate actions to authorise the execution and performance
of its obligations under this
Agreement.
|
|
|
(b)
|
Permits:
|
|
|
(i)
|
the
DIAs, are true, comprehensive, adequate and sufficient in order to allow
the Transferee to legitimately and unconditionally build and operate the
PV Plants in accordance with this Agreement and the Plans and without any
further authorization procedure;
|
|
|
(ii)
|
no
Permits, other than the STMGs or the transfer of DIAs or the permits
listed in the STMGs (Preventivi) - provided
that such permits as listed in the in STMGs (Preventivi) shall not
prevent the right of the Transferee to build and operate the PV Plants
according to this Agreement-, have to be required or obtained by the
Transferee in order to build and operate the PV Plants in accordance with
this Agreement and the Plans.
|
|
|
(iii)
|
no
specific environmental assessment procedures (including the “Studio Impatto
Ambientale” - SIA and/or the “Valutazione d’Impatto
Ambientale” - VIA) have to take place with respect to the PV Plants
for allowing their building and installation in accordance with this
Agreement and the Plans;
|
|
|
(iv)
|
all
plans of the PV Plants approved to obtain the Permits are designed in
compliance with all the applicable laws and
regulations;
|
|
|
(v)
|
the
DIAs are freely and unconditionally transferable to the
Transferee;
|
|
|
(vi)
|
in
the best knowledge of the Transferor, there are not facts or circumstances
which can cause directly the revocation of the
DIAs;
|
|
|
(vii)
|
no
amount of any nature whatsoever has to be paid by the Transferee to any
public or private entity - or, in general, to any third party - for the
availability of the Lands, the validity of the Permits and the right to
build and operate the PV Plants, except
for:
|
|
|
(A)
|
the
rent to be paid to the Landlords under the Building Lease Contracts,
and
|
|
|
(B)
|
the
compensation eventually due to the Municipality pursuant to the
Municipality Agreement.
|
|
|
(c)
|
STMGs:
|
|
|
(i)
|
at
Completion, the STMG will be valid, executable and enforceable under
Italian laws and regulations;
|
11
|
|
(ii)
|
as
from the Completion date and for the entire period of their validity under
the applicable laws and regulations, the connection of the PV Plants to
the power grid will be possible as envisaged in the STMGs for their entire
nominal power of 0,996 MWp each;
|
|
|
(iii)
|
in
the best knowledge of the Transferor there are not facts or circumstances
which may directly impede the issuance of the
STMG.
|
|
|
(d)
|
Public
Incentives:
|
|
|
(i)
|
the
PV Plants, if built in accordance with the Permits within 14 months as
from the date of Completion, will have the free and unconditional right to
be awarded of the Public Incentives for their entire energy
production.
|
|
|
(e)
|
Intellectual
property and third party’s rights
|
|
|
(i)
|
all
Plans, documents and information provided by the Transferor to the
Transferee in relation to the Project, including reports and technical
documents do not infringe any third party’s intellectual property
right;
|
|
|
(ii)
|
the
Transferor has not entered into any agreement, orally or in writing, with
any third party which can affect or limit in any way the rights of the
Transferee under this Agreement or the right of the Transferee to build
and operate the PV Plants in accordance with this Agreement and the
Plans.
|
|
|
(f)
|
Completeness
of information:
|
|
|
(i)
|
all
information contained in the Warranties and in the Schedules, as well as
all information given to the Transferee also through its professional
advisors during the negotiations prior to this Agreement and study of the
Project, is true, fairly presented and there is no fact or matter which
has not been disclosed which renders any such information untrue,
incomplete or misleading and there is no fact or matter concerning the
Transferor, the Project, the Option Contracts, the Lands, the PV Plants,
the DIAs or the STMGs which has not been disclosed to the Transferee which
should have been disclosed in the context of a good faith
negotiation.
|
|
9.
|
INDEMNIFICATION
|
|
9.1
|
In
addition and without limitation to any other remedy provided by applicable
law, the Transferor agrees to indemnify and hold harmless the Transferee
from any and all Liabilities suffered or incurred by the Transferee, as a
result of or arising from:
|
|
|
(a)
|
any
of the Warranties being totally or partially untrue, inaccurate, not
complete or misleading; and
|
|
|
(b)
|
any
Transferor’s breach of its obligation under this
Agreement.
|
|
9.2
|
If
the Transferee becomes aware of a matter or circumstance which is likely
to give rise to a Claim, the Transferee shall give a written notice to the
Transferor specifying that matter or circumstance in reasonable detail,
and setting out such other facts as the Transferee deems necessary, as
soon as reasonably practicable after it becomes aware of that matter or
circumstance.
|
12
|
9.3
|
If
any third party makes claim against Transferee directly or indirectly
relating to any breach of the Warranties, the Transferee shall give notice
to the Transferor describing the claim in reasonable detail, and setting
out such other facts as the Transferee deems necessary, as soon as
reasonably practicable after it becomes aware of such claim or threatened
claim. In such case the Transferee shall, by taking into consideration the
interests of the Transferor, take all reasonable measures to mitigate the
amount of damages. These reasonable measures include e.g. the consultation
between the Parties or their lawyers regarding the strategy to be used to
defend the relevant third party or any settlement of such third party
claims.
|
|
9.4
|
The
indemnity obligations of the Transferor contained in Article 9 of this
Agreement shall survive Completion until the end of the third year after
Completion. It is agreed that, in the event of a Claim, the indemnity
obligations contained in this Agreement, pursuant to which such Claim has
been made, the corresponding limitation of liability in respect of any
indemnification relating thereto and the corresponding guarantee therefore
pursuant to this Agreement, will continue to survive, with regard to the
specific matter subject to and for the amount of that specific Claim
beyond the relevant terms indicated above, until the relevant Claim has
been resolved pursuant to this Agreement. It is further agreed that in
relation to each Claim, the liability of the Transferor in respect of such
Claim shall in any event terminate if proceedings in respect of it have
not been commenced within 1 (one) year after the giving of notice of that
Claim as described in this
Agreement.
|
|
10.
|
PENALTY
CLAUSE
|
|
10.
|
In
addition and without limitation to any other remedy provided by applicable
law and for additional damages suffered by the Transferee, in case of
breach by the Transferor of its obligations to perform the activities
under Article 4.1 within the terms set out therein, the latter shall pay
to the Transferee, according to Article 1382 of the Italian Civil Code, a
penalty of [___]* per each day of delay until such obligations have
been performed or the Agreement is terminated for whatsoever
reason.
|
|
11.
|
FURTHER
OBLIGATIONS OF THE PARTIES
|
|
11.1
|
After
Closing and up until the completion of the Project, the Transferor shall
continue providing the Transferee with appropriate support about the
following:
|
|
|
·
|
advise
the Transferee for all the relationships with the Municipality and any
other local authority or market player;
and
|
|
|
·
|
assist
the Transferee in selecting the appropriate operation, maintenance and
security policies to be adopted for the PV Plants after they’ve become
operational.
|
|
11.2
|
The
Transferee shall keep the Transferor as its sole representative in dealing
with the Municipality, except in case of any breach by the Transferor of
its obligations under this
Agreement.
|
*This
information has been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
13
|
11.3
|
The
consideration for the obligations set forth at Article 11.1 above is
included in the Price.
|
|
11.4
|
Any
further activity carried out by the Transferor for and on behalf of the
Transferee after Closing, upon explicit and separate engagement by the
latter, will be
paid separately.
|
|
12.
|
KEY
PERSONNEL
|
|
12.1
|
The
Transferor declares and undertakes not to allow any of the Key Persons to
cease their current offices in its organization up until the Project
completion.
|
|
12.2
|
Should
any of the Key Persons cease his office in the Transferor’s organization
as a consequence of facts beyond the Transferor’s control, it shall
appoint a new officer with substantially equal (or greater) skills within
15 days from the officer’s cessation
date.
|
|
13.
|
TERMINATION
|
|
13.1
|
Without
prejudice to Article 9, in case of breach by the Transferor of any of its
obligations under Article 4.1, the Transferee shall have the right to
immediately terminate this Agreement by serving a written notice to the
Transferor and without prejudice for any Transferee’s right for damages,
including all costs and expenses incurred by the Transferee to implement
the Project.
|
|
13.2
|
Without
prejudice for the right of the Transferee to receive damages in case of
breach of the Transferor’s obligations under this Agreement and without
prejudice for what is provided under Article 9, in case (i) Completion
does not occur - for any reason not depending on Transferee’s breach of
its obligation under this Agreement - within 31 December 2009 (such term
to be eventually postponed by the Transferee for a further period of up to
6 months at its sole discretion) or (ii) prior or at Completion any of the
Warranties is materially untrue or incorrect, or (iii) the amount and the
duration of the Public Incentives will be - prior or at Completion -
respectively minor to the sum and to the period envisaged by the
applicable laws and regulations at Signing, the Transferee shall have the
right to immediately terminate this Agreement, with respect to all or part
of the PV Plants, by serving written notice to the Transferor. Upon such
termination:
|
|
|
(a)
|
any
obligation of the Transferee under this Agreement, including - subject to
letter (c) below - the obligation to pay the Price shall be considered
totally or partially as the case may be as null and void;
and
|
|
|
(b)
|
except
in case of breach by the Transferor of any of its obligations under this
Agreement or of the Warranties, the Transferee shall transfer back to the
Transferor the rights under the relevant Building Lease Contracts or
Option Contracts, as the case maybe, and the relevant DIAs, Plans and
STMGs, where applicable, within 10 (ten) Business Days upon written
request of the Transferor and prior payment of all relevant lump sums paid
to the Landlords pursuant to Article 2.2;
and
|
|
|
(c)
|
the
Transferor, except in case such termination is caused by a breach of the
Transferor’s obligations under this Agreement, shall have the right to
retain - as compensation for the suffered costs and expenses - the Price
eventually paid by the Transferee pursuant to this Agreement. It is
understood that in case such termination is caused, directly or
indirectly, by a breach of the Transferor’s obligations under this
Agreement, the Transferor, without prejudice for any Transferee’s right
for damages, shall immediately reimburse to the Transferee all payments
made as Price and all costs and expenses suffered in relation to the
Project, including the lump sums paid to the Landlords pursuant to Article
2.2 if not previously reimbursed under letter (b)
above.
|
14
|
14.
|
CONFIDENTIALITY
|
|
14.1
|
Without
the prior written consent of the other Party, the Parties expressly
undertakes to treat as strictly confidential and not disclose to any third
party, except to its affiliates, advisors and or third party to which the
information have to be transferred for the implementation of the Project,
this Agreement and its content as well as any information concerning the
Project received in connection with the performance of the Agreement,
provided that the Transferee shall be free to (i) make any public
announcement on the Project without the need to obtain the prior
agreement/authorization of the Transferor, (ii) to transfer any
confidential information relating to this Agreement or the Project to its
investors and to any third party directly or indirectly involved in the
Project (including advisors, third party contractors, financial
institutions and in general any third party to which the information have
to be transferred for the implementation of the
Project).
|
|
14.2
|
The
confidentiality obligation provided under Article 14.1 above shall not
apply to information which:
|
|
|
(a)
|
is
or becomes publicly known through no wrongful act of one of the
Party;
|
|
|
(b)
|
is
received without restriction from a third party without breach of any
obligation of non-disclosure;
|
|
|
(c)
|
is
independently developed by one of the Party as shown to the satisfaction
of the other Party by written records;
or
|
|
|
(d)
|
is
required to be disclosed under the applicable laws, rules or regulations
or in order to duly perform the obligations provided in the
Agreement.
|
|
14.3
|
The
obligations contained in this Article shall survive for 5 (five) years
after termination or ceasing of this
Agreement.
|
|
15.
|
FORCE
MAJEURE
|
|
15.1
|
According
to Italian law, no Party shall be responsible for breach of its
obligations under this Agreement in case such breach is directly caused by
force majeure circumstances which are beyond the Parties’ reasonable
control and cannot be overcome by
them.
|
|
16.
|
NOTICES
|
|
16.1
|
Any
notice or other document to be served under this Agreement shall be sent
by registered mail, anticipated by fax or email, to the following
addresses:
|
|
|
(a)
|
to
the Transferor:
|
|
|
·
|
ASW
S.r.l. - C.da Zaccara SP n. 21, Via Per Palmori Km 9 – 71036 Lucera
(Foggia) – Cristian D’Angiò Fax: +39 0881 52 13
09;
|
|
|
(b)
|
to
the Transferee:
|
15
|
|
·
|
PSP
Inc. - European Headquarters, 4 Paradeplatz – 9 Tiefenhoefe, CH-8001
Zurich – Frank Jürgens – Fax : +41 43 544 80
89;
|
or at
such other address each Party may have notified to the other Party in accordance
with this clause.
|
17.
|
MISCELLANOUS
|
|
17.1
|
Entire
Agreement
|
This
Agreement (including any Schedule hereto) and the agreements, documents and
instruments to be signed and delivered pursuant hereto or thereto, are intended
to function as the final, complete and exclusive agreement among the Parties
with respect to the Project and related transactions, and are intended to
supersede all prior agreements, understandings and representations written or
oral, with respect thereto and may not be contradicted by evidence of any such
prior or contemporaneous agreement, understanding or representation, whether
written or oral.
|
17.2
|
Amendments
|
No
amendment, modification or waiver of any provision of this Agreement shall be
valid and binding unless approved in writing by the Party against which such
amendment, modification or waiver is invoked. No waiver of the Parties shall
constitute a waiver of any other provision unless such waiver is otherwise
expressly provided.
|
17.3
|
Severability
|
Any
Article or other provisions of this Agreement which is or becomes illegal,
invalid or unenforceable shall be severed from this Agreement, to the extent
permitted under applicable law, and be ineffective to the extent of such
illegality, invalidity or unenforceability and shall not affect the remaining
provisions hereof and be replaced by a provision reflecting the intent of the
Parties.
|
17.4
|
Language
|
The
language of this Agreement and the transactions envisaged by it is English and
all notices, demands, requests, statements, certificates or other documents or
communications must be in English unless otherwise agreed. However, where a term
in Italian is given in italics or in italics and in brackets after an English
term and there is any inconsistency the meaning in Italian shall
prevail.
|
17.5
|
Fees
|
Except
where this Agreement provides otherwise, each Party shall pay its own costs and
fees relating to the negotiation, drafting, execution and implementation of this
Agreement and of each document referred to in it.
|
17.6
|
Assignment
|
This
Agreement and all related rights, interests, and obligations shall not be
assigned by the Transferor without the prior written consent of the Transferee
and any attempt of transfer or assignment of this Agreement by the Transferor
without the consent of the Transferee shall be deemed void and with no
effect.
16
The
Transferee shall have the right to transfer and assign, totally or
partially - and without any need to obtain the prior consent of the
Transferor - to any third party this Agreement and all related
rights, interests and obligations, provided that the Transferee shall remain
fully and jointly responsible with the transferee for the fulfilment by the
transferee of all its obligations under this Agreement.
|
18.
|
GOVERNING
LAW
|
|
18.1
|
This
Agreement is governed by and shall be construed in accordance with Italian
law.
|
|
19.
|
ARBITRATION
|
|
19.1
|
Unless
settled by mutual agreement, any dispute whatsoever that might arise out
of or in connection with the performance or the meaning of this Agreement
or in connection with any other matter of whatsoever nature concerning
this Agreement shall be submitted to arbitration and finally settled in
accordance with and subject to the Rules of Arbitration of the Camera Arbitrale Nazionale ed
Internazionale of Milan. The panel of arbitrators will be composed
of three members, two of them appointed, each, by each Party and the third
one, who shall act as Chairman, appointed jointly by the two appointed
arbitrators or, in case of disagreement, by the Camera Arbitrale in the
person of its Chairman.
|
|
19.2
|
Unless
otherwise agreed in writing by the Parties, the arbitration will take
place in Milan (Italy), in English language. The Parties acknowledge and
agree that the laws of the Republic of Italy will apply to the
arbitration.
|
|
19.3
|
The
costs of the arbitration, including counsel’s fees and cost, will be
assessed against the unsuccessful Party, will respect to any claim
unsuccessfully disputed by the relevant Party, and the arbitrators shall
make such costs allocation in their
decisions.
|
***
THIS
AGREEMENT has been signed by the Parties (or their duly authorized
representatives) on the date stated at the beginning of this
Agreement.
|
/s/
Dott. Cristian D’Angiò
|
/s/ Frank Jürgens | |
|
Dott.
Cristian D’Angiò
|
Mr.
Frank Jürgens
|
|
|
For
and on behalf of ASW S.r.l.
|
||
|
/s/
Cesare Boffa
|
||
|
Prof.
Cesare Boffa
|
||
|
For
and on behalf of PSP
Inc.
|
17
SCHEDULE
2
LIST
OF LANDS
|
Plant
|
Cadastral
references
|
|
||||||
|
number
|
Municipality
|
Folio
|
Particles
|
Landlords
|
||||
|
1
|
San
Paolo Civitate
|
7
|
88+96
|
Anna
Maria Antonietta NISTA
|
||||
|
2
|
San
Paolo Civitate
|
7
|
88+96
|
Anna
Maria Antonietta NISTA
|
||||
|
3
|
San
Paolo Civitate
|
7
|
83
|
Fernando
Antonio Paolo MASOTANO
|
||||
|
4
|
San
Paolo Civitate
|
7
|
83
|
Fernando
Antonio Paolo MASOTANO
|
||||
|
5
|
San
Paolo Civitate
|
13
|
147
|
Maria
Pia NIRO
|
||||
|
9
|
Alfredo
NIRO
|
|||||||
|
6
|
San
Paolo Civitate
|
13
|
147
|
Maria
Pia NIRO
|
||||
|
9
|
Alfredo
NIRO
|
|||||||
|
7
|
San
Paolo Civitate
|
13
|
147
|
Maria
Pia NIRO
|
||||
|
8
|
San
Paolo Civitate
|
13
|
9
|
Alfredo
NIRO
|
||||
|
147
|
Maria
Pia NIRO
|
|||||||
|
9
|
San
Paolo Civitate
|
13
|
9
|
Alfredo
Niro
|
||||
|
147
|
Maria
Pia Niro
|
|||||||
|
10
|
San
Paolo Civitate
|
13
|
9
|
Alfredo
Niro
|
||||
|
11
|
San
Paolo Civitate
|
13
|
9
|
Alfredo
NIRO
|
||||
|
12
|
San
Paolo Civitate
|
13
|
147
|
Maria
Pia NIRO
|
||||
|
148
|
Agroalimentare
Faugno
|
|||||||
|
13
|
San
Paolo Civitate
|
13
|
148
|
Agroalimentare
Faugno
|
||||
|
14
|
San
Paolo Civitate
|
13
|
148
|
Agroalimentare
Faugno
|
||||
|
15
|
San
Paolo Civitate
|
13
|
9
|
Alfredo
NIRO
|
||||
18
|
16
|
San
Paolo Civitate
|
13
|
9
|
Alfredo
NIRO
|
||||
|
17
|
San
Paolo Civitate
|
13
|
9
|
Alfredo
NIRO
|
||||
|
18
|
San
Paolo Civitate
|
13
|
9
|
Alfredo
NIRO
|
||||
|
19
|
San
Paolo Civitate
|
13
|
9
|
Alfredo
NIRO
|
||||
|
20
|
San
Paolo Civitate
|
13
|
49
|
Cataldo
ALTIERI (proprietà)
Ernestina
PELUSI (usufrutto)
|
||||
|
21
|
San
Paolo Civitate
|
13
|
49
|
Cataldo
ALTIERI (proprietà)
Ernestina
PELUSI (usufrutto)
|
||||
|
22
|
San
Paolo Civitate
|
13
|
48+49
|
Cataldo
ALTIERI (proprietà)
Ernestina
PELUSI (usufrutto)
|
||||
|
23
|
San
Paolo Civitate
|
13
|
48+49
|
Cataldo
ALTIERI (proprietà)
Ernestina
PELUSI (usufrutto)
|
||||
|
24
|
San
Paolo Civitate
|
13
|
48+49
|
Cataldo
ALTIERI (proprietà)
Ernestina
PELUSI (usufrutto)
|
||||
|
25
|
San
Paolo Civitate
|
13
|
48+49
|
Cataldo
ALTIERI (proprietà)
Ernestina
PELUSI (usufrutto)
|
||||
|
26
|
San
Paolo Civitate
|
10
|
386
|
Roberto
ALTIERI
|
||||
|
387,
388, 405
|
?
|
|||||||
|
27
|
San
Paolo Civitate
|
10
|
405,
406, 407
|
?
|
||||
|
28
|
San
Paolo Civitate
|
10
|
390,
391, 392
|
?
|
||||
|
29
|
San
Paolo Civitate
|
10
|
17,
19, 390, 391, 392, 399, 400, 409, 410, 411
|
?
|
||||
|
30
|
San
Paolo Civitate
|
10
|
395
|
?
|
||||
|
31
|
San
Paolo Civitate
|
8
|
95+96+97
|
Caterina
ALTIERI
|
||||
|
32
|
San
Paolo Civitate
|
8
|
87+88+89+95+96+97
|
Caterina
ALTIERI
|
||||
|
33
|
San
Paolo Civitate
|
8
|
214+219
|
Luigi
Antonio ALTIERI
|
||||
|
34
|
|
San
Paolo Civitate
|
|
8
|
219+227
|
|
Luigi
Antonio ALTIERI
|
19
|
35
|
San
Paolo Civitate
|
8
|
215+220
|
Teodoro
ALTIERI
|
||||
|
36
|
San
Paolo Civitate
|
8
|
|
220+228
|
|
Teodoro
ALTIERI
|
||
|
37
|
San
Paolo Civitate
|
8
|
215+220
|
Teodoro
ALTIERI
|
||||
|
216+221
|
Antonio
Luigi ALTIERI (n. 1960)
|
|||||||
|
38
|
San
Paolo Civitate
|
8
|
220+228
|
Teodoro
ALTIERI
|
||||
|
221+229
|
Antonio
Luigi ALTIERI (n. 1960)
|
|||||||
|
39
|
San
Paolo Civitate
|
8
|
216+221
|
Antonio
Luigi ALTIERI (n. 1960)
|
||||
|
293+297
|
Fernando
Michele ALTIERI
|
|||||||
|
294+298
|
Giancarlo
ALTIERI
|
|||||||
|
40
|
San
Paolo Civitate
|
8
|
221+229
|
Antonio
Luigi ALTIERI (n. 1960)
|
||||
|
293+295
|
Fernando
Michele ALTIERI
|
|||||||
|
294+296
|
Giancarlo
ALTIERI
|
|||||||
|
41
|
San
Paolo Civitate
|
8
|
218+223
|
Roberto
ALTIERI
|
||||
|
294+298
|
Giancarlo
ALTIERI
|
|||||||
|
42
|
San
Paolo Civitate
|
8
|
223+232
|
Roberto
ALTIERI
|
||||
|
294+296
|
Giancarlo
ALTIERI
|
|||||||
|
43
|
San
Paolo Civitate
|
8
|
206+224+225
|
Antonio
Luigi ALTIERI (n. 1958)
|
||||
|
218+223+226
|
Roberto
ALTIERI
|
|||||||
|
44
|
San
Paolo Civitate
|
8
|
223+232
|
Roberto
ALTIERI
|
||||
|
224+225+233
|
Antonio
Luigi ALTIERI (n. 1958)
|
|||||||
|
45
|
San
Paolo Civitate
|
8
|
206+225+239
|
Antonio
Luigi ALTIERI (n. 1958)
|
||||
|
46
|
San
Paolo Civitate
|
8
|
186+225+233+239
|
Antonio
Luigi ALTIERI (n. 1958)
|
||||
|
47
|
San
Paolo Civitate
|
8
|
208
|
Antonio
Luigi ALTIERI (n. 1949)
|
||||
|
48
|
San
Paolo Civitate
|
8
|
208
|
Antonio
Luigi ALTIERI (n. 1949)
|
||||
|
|
|
|
209
|
|
Cataldo
ALTIERI
|
20
|
49
|
San
Paolo Civitate
|
8
|
208
|
Antonio
Luigi ALTIERI (n. 1949)
|
||||
|
209
|
|
Cataldo
ALTIERI
|
||||||
|
50
|
San
Paolo Civitate
|
8
|
208
|
Antonio
Luigi ALTIERI (n. 1949)
|
||||
|
209
|
Cataldo
ALTIERI
|
|||||||
|
51
|
San
Paolo Civitate
|
8
|
209
|
Cataldo
ALTIERI
|
||||
|
210
|
Antonio
Luigi ALTIERI (n. 1960)
|
|||||||
|
211
|
Giancarlo
ALTIERI
|
|||||||
|
52
|
San
Paolo Civitate
|
8
|
209
|
Cataldo
ALTIERI
|
||||
|
210
|
Antonio
Luigi ALTIERI (n. 1960)
|
|||||||
|
211
|
Giancarlo
ALTIERI
|
|||||||
|
53
|
San
Paolo Civitate
|
8
|
209
|
Cataldo
ALTIERI
|
||||
|
210
|
Antonio
Luigi ALTIERI (n. 1960)
|
|||||||
|
211
|
Giancarlo
ALTIERI
|
|||||||
|
54
|
San
Paolo Civitate
|
8
|
209
|
Cataldo
ALTIERI
|
||||
|
210
|
Antonio
Luigi ALTIERI (n. 1960)
|
|||||||
|
211
|
Giancarlo
ALTIERI
|
|||||||
|
55
|
San
Paolo Civitate
|
8
|
211
|
Giancarlo
ALTIERI
|
||||
|
212
|
Roberto
ALTIERI
|
|||||||
|
56
|
San
Paolo Civitate
|
8
|
211
|
Giancarlo
ALTIERI
|
||||
|
212
|
Roberto
ALTIERI
|
|||||||
|
57
|
San
Paolo Civitate
|
8
|
212
|
Roberto
ALTIERI
|
||||
|
213+237
|
Caterina
ALTIERI
|
|||||||
|
58
|
San
Paolo Civitate
|
8
|
212
|
Roberto
ALTIERI
|
||||
|
|
|
|
213+237
|
|
Caterina
ALTIERI
|
21