ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of September 9, 2009, is among Helix Wind, Corp., a Nevada corporation (the "Purchaser"), Helix Wind, Inc., a Nevada Corporation (“Helix”), Abundant Renewable Energy, LLC, an Oregon limited liability company (“ARE”), Renewable Energy Engineering, LLC, an Oregon limited liability company (“REE”; and together with ARE, the “Companies” or individually, the “Company”), and Robert W. Preus and Helen M. Hull (collectively, the “Principals”).

WHEREAS, the Purchaser desires to acquire from ARE and REE, and ARE and REE each desire to sell to the Purchaser, all or substantially all of the assets of such Companies upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Board of Directors of the Purchaser has determined that it is in the best interests of the Purchaser and its stockholders, and each of the Companies has determined that it is in the best interests of each Company and its members for the Purchaser to purchase the assets of the Companies (the "Asset Purchase") upon the terms and conditions set forth herein;

WHEREAS, the Asset Purchase shall be conditioned on, among the other conditions set forth in this Agreement, the confirmation of the Plan of Reorganization (the “Plan”) in ARE’s Chapter 11 case (the “Bankruptcy Case”) as approved by the US Bankruptcy Court for the District of Oregon (the “Court”).

NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties do hereby agree as follows:

1.1            Defined Terms .  As used in this Agreement, the following terms shall have the meanings specified or referred to below:

" Affiliate " of any Person shall mean any Person which, directly or indirectly, controls or is controlled by that Person, or is under common control with that Person.  For the purposes of this definition, "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

" Agreement " shall have the meaning set forth in the recitals.

“ Alternative Transaction " shall have the meaning set forth in Section 6.4.

" Asset Purchase " shall have the meaning set forth in the recitals.

" Assets " shall have the meaning set forth in Section 2.1.

“ Assigned Contracts ” shall mean, to the extent identified on Schedule 2.1(vi) , all contracts, agreements and arrangements, whether written or oral, with the Companies’ vendors, suppliers or customers to which either of the Companies or the Principals are a party or to which the business of the Companies is subject, including, without limitation, all customer orders and purchase orders for equipment and/or services to be rendered that are yet to be performed, fulfilled or completed and, in each case, any claim or right or any benefit thereunder or resulting therefrom including, without limitation, any right to indemnification, to the extent that such contracts, agreements and arrangements may be assigned.

“ Assumed Liabilities ” shall mean, collectively, the Assumed ARE Liabilities and the Assumed REE Liabilities.

“ Assumed ARE Liabilities ” shall have the meaning set forth in Section 2.2(b).

“ Assumed REE Liabilities ” shall have the meaning set forth in Section 2.2(b).

“ Bankruptcy Case ” shall have the meaning set forth in the recitals.

"Business Day " shall mean any day that is not a Saturday or a Sunday or a day on which banks located in California are authorized or required to be closed.

" Cash Amount " shall mean $2,200,000, which shall be paid in cash to ARE and used for the purpose of paying and/or settling all post-petition liabilities (except for those post-petition liabilities that are “Assumed ARE Liabilities”), administrative claims and pre-petition claims allowed by the Court, all as provided in the Plan.

" Closing " shall have the meaning set forth in Section 3.1.

" Closing Date " shall have the meaning set forth in Section 3.1.

" Closing Deadline " shall have the meaning set forth in Section 3.1.

" Code " shall mean the Internal Revenue Code of 1986, as amended.  All citations to the Code or to the regulations promulgated thereunder shall include any amendments or any substitute or successor provisions thereto.

" Company Approvals " shall have the meaning set forth in Section 4.5.

" Company Contracts " shall have the meaning set forth in Section 4.14(a).

" Company Financial Statements " shall have the meaning set forth in Section 4.10(a).

" Company Indemnified Parties " shall have the meaning set forth in Section 10.2.

" Consulting Agreement " shall mean the Consulting Agreement dated the Closing Date by and between the Purchaser and Hull, as mutually agreed to by the parties.

" Contemplated Transactions " shall mean the Asset Purchase and the execution, delivery and performance of and compliance with this Agreement and all other agreements to be executed and delivered pursuant to this Agreement.

" Contract " shall mean all contracts, agreements, commitments, notes, bonds, deeds of trust, indentures, leases, mortgages, arrangements, instruments, documents of any nature or description that a Person is party to or obligated by.

“ Court ” shall have the meaning set forth in the recitals above.

" Damages " shall have the meaning set forth in Section 10.1.

“ Deposit Shares ” shall have the meaning set forth in Section 2.4(A)(b).

“ Deposit Share Agreement ” shall have the meaning set forth in Section 2.4(b).

" Employment Agreement " shall mean the Employment Agreement dated the Closing Date between the Purchaser and Robert Preus, in a form mutually agreed upon by the parties, pursuant to which Preus shall be employed by Purchaser as Sr. VP Engineering.

" Encumbrance " shall mean any security interest, pledge, mortgage, lien, charge, encumbrance, license, easement, right-of-way, cloud on title, adverse claim, preferential arrangement or restriction of any kind, including, but not limited to, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

" Excluded Assets " shall mean those assets of the Companies which are identified as excluded assets on Schedule 2.1 .

" GAAP " shall mean generally accepted accounting principles in the United States.

" Governmental Body " shall mean any federal, state or local government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body or any quasi-governmental or private body exercising any regulatory or taxing authority thereunder.

" Holdback Amount " shall mean the shares of common stock of Purchaser issued as Deposit Shares pursuant to Section 2.4(b) below.

" Intellectual Property " shall mean any and all: (a) invention registrations, (b) patents (including but not limited to design patents), patent registrations and patent applications (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations) and all improvements to the inventions disclosed in each such registration, patent or application, (c) trademarks, trademark rights, business identifiers, service marks, trade dress, logos, trade names, brand names and corporate names (and any deviations thereof), whether or not registered, including but not limited to all common law rights, and registrations and applications for registration thereof, including, but not limited to, all marks registered in any trademark offices throughout the world, (d) registered and unregistered copyrights in both published works and unpublished works (including but not limited to copyrights on designs) and registrations and applications for registration thereof, (e) computer software, including, without limitation, source code, operating systems and specifications, data, data bases, files, documentation and other materials related thereto, data and documentation, (f) all know-how, trade secrets and confidential or proprietary, technical and business information (including but not limited to ideas, pricing information, client lists and other data, formulas, compositions, inventions, and conceptions of inventions whether patentable or unpatentable and whether or not reduced to practice), (g) whether or not confidential, technology (including know-how and show-how), production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (h) all goodwill associated therewith accruing from the dates of first use thereof, and all rights associated with the foregoing, and (i) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party.

" IRS " shall mean the Internal Revenue Service.

" Laws " shall mean all applicable federal, state, local, regional or municipal laws, statutes, rules, regulations, ordinances, codes, decrees, judgments, orders or other legal requirements.

" Letter of Intent " shall mean the Letter of Intent dated August 14, 2009 executed and delivered by the Parties.

“ Licenses ” shall have the meaning provided in Section 2.1(iv).

" Parties " shall mean all of the Purchaser, Helix, the Companies and the Principals.

" Party " shall mean any of the Purchaser, Helix, the Companies or the Principals.

" Person " shall mean any individual, corporation, limited liability company, partnership, joint venture, trust, association, unincorporated organization, other entity or Governmental Body.

“ Plan ” shall have the meaning set forth in the recitals above.

" Purchase Price " shall have the meaning set forth in Section 2.4.

" Purchaser Indemnified Parties " shall have the meaning set forth in Section 10.1.

" Records " shall have the meaning set forth in Section 2.1(v).

" Taxes " shall mean all taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, together with any interest and any penalties, fines, additions to tax or additional amounts imposed by any Governmental Body and shall include any transferee liability in respect of Taxes.

" Tax Returns " shall mean any federal, state, local or foreign return, report, information return or other document (including any related or supporting information) filed or required to be filed with any Governmental Body in connection with the determination, assessment or collection of any Taxes or the administration of any laws, regulations or administrative requirements relating to any Taxes.

“ Technical Developments ” shall mean the developments described in the Schedule of Technical Developments .

" Transaction Documents " shall mean, collectively, this Agreement, the Employment Agreement, the Consulting Agreement, the Lease, the Lock-Up Agreement, the Deposit Share Agreement and any and all agreements, exhibits, schedules, certificates, instruments and other documents contemplated hereby or executed and delivered in connection herewith.

" Unassumed Liabilities " shall mean, other than the Assumed Liabilities, those claims that are to be paid out of the Cash Amount, any and all liabilities, duties and obligations of, and claims against or relating to, the Companies or the Principals or the ownership, possession or use of any of the Assets prior to the Closing, whether accrued, unaccrued, absolute, contingent, known or unknown, asserted or unasserted and whether now existing or arising at any time prior to, at, or after the Closing (including, without limitation, all liabilities of the Companies to any of its members, or to any employee, consultant, officer or director of the Companies, or to their respective spouses and/or children and/or Affiliates, in any amount whatsoever, and all liabilities of the Companies with respect to this Agreement or the Contemplated Transactions, including, without limitation, legal and accounting fees) and any Encumbrance upon any of the Assets.

(a)           As used in this Agreement, the masculine, feminine or neuter gender and the singular or plural numbers shall each be deemed to include the other whenever the context so requires. This Agreement shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the Party causing this Agreement or any part hereof to be drafted. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rules of strict construction will be applied against any Party.

(b)           The Parties acknowledge that each Party has reviewed this Agreement and has had the opportunity to have it reviewed by legal counsel of its own choosing. If any words or phrases are stricken or otherwise eliminated, whether or not other words or phrases have been added, this Agreement shall be construed as if the words or phrases stricken or otherwise eliminated were never included in this Agreement.  Except for specific references to ARE or REE, references in this Agreement to “the Company” shall refer to each of the Companies.

2.1            Purchase and Sale of Assets .  Upon the terms and subject to the conditions set forth herein, and on the basis of the representations and warranties contained herein, at the Closing, each of ARE and REE shall sell, convey, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each of said Companies, all of the respective right, title and interest in and to the assets of each Company, other than the Excluded Assets, of every kind, nature and description, personal, tangible and intangible, including without limiting the generality of the foregoing (all to the extent permitted by the Court),

(i)            all of the Companies’ Intellectual Property, including without limitation, Intellectual Property related to the design, manufacture, testing, marketing, sales and service of wind turbines, towers, electronic controls, related equipment and software as identified on Schedule 2.1(i) ;

(ii)            all equipment, electronic controls and those other physical assets necessary or reasonable to the operation of the business, all as identified on Schedule 2.1(ii) ;

(iii)           all transferable prepayments, contractual deposits and other funds to be received for services to be performed after the Closing, including without limitation, ARE’s accounts receivable, pre-paid items and cash, all as identified on Schedule 2.1(iii) ;

(iv)           all licenses, franchises, grants, easements, exceptions, certificates, consents, permits, approvals, orders and other authorizations of any Governmental Body relating to the Assets, all of which have been identified on Schedule 2.1(iv) (the “Licenses”);

(v)           all documents and records relating to the Assets (including without limitation, all employment and personnel records, technical design and know-how, sales data, customer lists, and all other information relating to customers, representatives, distributors and suppliers and other information including advertising materials) and copies of all accounting books, records, ledgers and electronic data processing materials (collectively, the “Records”); and

(vi)           all the Assigned Contracts, all of which have been identified on Schedule 2.1(vi) (the “Assigned Contracts”).

The assets, properties and rights to be conveyed, sold, transferred, assigned and delivered to Purchaser pursuant to this Agreement are sometimes hereinafter collectively referred to as the “ Assets ”.

(a)            Other than the Assumed Liabilities, Purchaser shall not assume or otherwise be bound by or responsible or liable for any Unassumed Liability or any other liability, duty or obligation incurred by either Company or the Principals or any liability, duty or obligation arising out of a breach, violation or default by the Company or the Principals of or under any Law or Contract (including any event occurring or fact or circumstance existing as of or prior to the Closing Date that, with the passage of time or the giving of notice or both, may become such a breach, violation or default).

(b)           Purchaser will assume and pay all identified contractual liabilities associated with the Assets, including without limitation all obligations of the Company related to, pertaining to, or rising out of the Assigned Contracts, all obligations of ARE  arising out of express or implied warranties or state law, and obligations of ARE arising out of any agreement, invoice or other legally enforceable contract between ARE and any customers, representatives, dealers, distributors, suppliers or vendors, and such other liabilities, all as described on Schedule 2.2(b)(i) (the “ARE Assumed Liabilities”) existing as of, and arising on and after, the Closing and the liabilities of REE identified on Schedule 2.2(b)(ii) (the “REE Assumed Liabilities”; and together with the ARE Assumed Liabilities, the “Assumed Liabilities”). 

(c)           Except for the claims to be paid out of the Cash Amount pursuant to the Plan and the Assumed Liabilities, the Companies and Principals covenant and agree to pay, discharge, perform or exercise in good faith to dispute all remaining liabilities of the Companies.

2.3            Transfer of Assets .  The transfer of the Assets as herein contemplated shall be made by the Companies, free and clear of all Encumbrances of any kind or nature and shall be effected by such bills of sale, endorsements, assignments, drafts, checks, deeds and other instruments of transfer, conveyance and assignment as shall be reasonably necessary or appropriate to transfer, convey and assign the Assets to the Purchaser on the Closing Date as contemplated by this Agreement and as shall be requested by the Purchaser or ordered by the Court.  The Companies and/or the Principals shall, at any time and from time to time after the Closing Date, execute and deliver such other instruments of transfer and conveyance and do all such further acts and things as may be reasonably requested by the Purchaser to transfer, convey, assign, and deliver to the Purchaser or to aid and assist the Purchaser in collecting and reducing to possession any and all of the Assets, or to vest in the Purchaser good, valid and legal and beneficial title to the Assets which had been owned by the Company prior to the Closing.

(a)           the Cash Amount, which shall be paid by the Purchaser to or on behalf of ARE at Closing; provided , however , that not more than $345,000 of the Cash Amount shall be utilized for paying allowed unsecured claims pertaining to insiders identified as “Class 8” claims in the Bankruptcy Plan (“Insider Claims”) pursuant to the terms and conditions contained in the Plan.  If and to the extent that Insider Claims exceed $345,000, such excess shall be paid to such insiders (i) from any amounts remaining from the Cash Amount after settling all non-Insider Claims allowed by the Court and (ii) only if Purchaser is reasonably satisfied that that the Technical Developments have been completed to Purchaser’s reasonable satisfaction.

(b)           No later than 5 Business Days after approval of the Plan by the Court or an order of the Court approving ARE’s sale of its Assets to Purchaser, Purchaser will deposit with the Court or a third party escrow agent approved by the Court common stock of Purchaser, subject only to the trust conditions of the Lock-Up Agreement, with a current fair market value (based on the 30 day average share price, subject to approval by by the Court) of $500,000 as a deposit (the “Deposit Shares”).  At Closing, the Deposit Shares will be transferred to Veber Partners as escrow agent for ARE pursuant to a deposit share agreement (the “Deposit Share Agreement”), in a form mutually acceptable to all parties. The Deposit Shares, along with all other shares of Purchaser issued pursuant to this Agreement, shall be subject to a 12-month lock-up in accordance with the terms of the Lock-Up Agreement in the form attached hereto as Exhibit A .   The Purchaser agrees that the escrow agent shall, subject to the Court’s supervision, immediately deliver the Deposit Shares to ARE upon the termination of this Agreement pursuant to Section 11 of this Agreement.

(c)           Shares of common stock of Purchaser, subject only to the trust conditions of the Lock-Up Agreement, worth $1,800,000 will be issued to ARE at Closing as a condition of the Companies’ obligation to complete the Asset Sale.  The common stock will be valued at the average closing bid price per share for the 30 calendar days ending the day before the Closing Date (said price hereinafter referred to as the “Stock Price”).

(d)           Shares of common stock of Purchaser, subject only to the trust conditions of the Lock-Up Agreement, worth $750,000 will be issued to ARE on the condition that ARE’s financial projections for the calendar year 2010, as set forth on Exhibit B are met, including all adjustments provided for in said Exhibit.  The common stock will be valued at the Stock Price or at the average closing bid price for the 30 calendar days ending the day before the issuance date, whichever is lower.  The lock-up period for such shares shall expire no later than January 1, 2012.

(e)            Shares of common stock of Purchaser, subject only to the trust conditions of the Lock-Up Agreement, worth $750,000 will be issued to ARE on the condition that ARE’s financial projections for the calendar year 2011, as set forth on Exhibit C are met, including all adjustments provided for in said Exhibit.   The common stock will be valued at the Stock Price or at the average closing bid price for the 30 calendar days ending the day before the issuance date, whichever is lower.   The lock-up period for such shares shall expire no later than January 1, 2013.

(f)            Shares of common stock of Purchaser, subject only to the trust conditions of the Lock-Up Agreement, worth $500,000 will be issued to ARE on the condition that ARE’s financial projections for the calendar years 2010 and 2011 as set forth on Exhibit C are, in the aggregate, exceeded by at least 50%, but by less than 100%.  Furthermore, $1,000,000 of shares of common stock of Purchaser will be issued to ARE on the condition that ARE’s financial projections for the calendar years 2010 and 2011 are, in the aggregate, exceeded by not less than 100%.  Shares issued pursuant to this Section 2.4(e) will be valued at the Stock Price or the average closing bid price for the 30 calendar days ending the day before the issuance date, whichever is lower.  The lock-up period for such shares shall expire no later than January 1, 2013.

(B) Subject to the Court’s approval of the Plan by which ARE shall sell its Assets to Purchaser, Purchaser shall pay the purchase price for the Assets of REE by assuming the REE Assumed Liabilities, which shall, in any event, not exceed $35,000.

2.5            Allocation of Purchase Price .  The Purchaser and the Companies hereby agree that the Purchase Price to be payable by the Purchaser in connection with the sale and purchase of the Assets shall be allocated by the Purchaser and the Companies as determined by the Company and as disclosed to the Purchaser in writing prior to Closing.  Such agreed allocation will be intended to comply with Section 1060 of the Code, and the Parties hereby agree to report the transactions contemplated by this Agreement for federal income tax purposes in accordance with such allocation.

2.6            Clearance Certificates .  To the extent required by Law and as reasonably requested by Purchaser as determined pursuant to its due diligence investigation, to relieve the Purchaser of any liability for unpaid sales or similar Taxes of the Company attributable to periods prior to the Closing Date, the Companies shall, prior to the Closing Date, take all necessary action in order to obtain clearance certificates or similar documents from any applicable Tax authority and deliver such certificates and similar documentation to Purchaser at Closing.

2.7            Transfer Taxes .  All municipal, county, state and federal sales and transfer Taxes incurred, if any, in connection with the transactions contemplated by this Agreement shall be the responsibility of, and paid promptly by, the Purchaser. Each Party, as appropriate, shall in a timely manner sign and swear to any return, certificate, questionnaire or affidavit as to any matter within its knowledge required in connection with the payment of any such Tax.

2.8            Specific Performance . In addition to any and all other remedies available at law or equity, in the event the Purchaser fails to deposit the Deposit Shares in accordance with Section 2.1(b), the Companies shall be entitled to a right of specific performance by the Purchaser.

3.1            Closing Date .  The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of the Purchaser on the earlier of (a) the 7 th business day after the receipt by Purchaser of the proceeds of a sale of Purchaser’s equity securities that provides the Purchaser with not less than US$5.0 million or (b) November 1, 2009, or such other place and date as the Purchaser and the Company may agree in writing (such deadline for the Closing is referred to herein as the "Closing Deadline".  The date of which the Closing occurs shall be referred to herein as the “Closing Date”.   If, by November 1, 2009 the Court has not yet approved or disapproved the Plan, the parties agree to extend the Closing Deadline until such decision has been made by the Court.

3.2            Deliveries by the Purchaser at the Closing .  At the Closing, the Purchaser and Helix shall deliver or cause to be delivered to each applicable Party (unless indicated below) the following:

3.4            Power of Attorney .  Effective upon the Closing Date, each of the Companies hereby irrevocably constitutes and appoints the Purchaser, its successors and assigns, the true and lawful attorney of each Company with full power of substitution, in the name of the Purchaser, or the name of the respective Company, on behalf of and for the benefit of the Purchaser, to collect all items being transferred, conveyed and assigned to the Purchaser as provided herein, to endorse, without recourse, checks, notes and other instruments in the name of the Company which have been transferred to the Purchaser, to institute and prosecute, in the name of the Company or otherwise, all proceedings which the Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Assets, to defend and compromise any and all actions, suits or proceedings in respect of any of the Assets subject to the indemnification obligations under this Agreement, and to do all such acts and things in relation thereto as the Purchaser may deem reasonably advisable. Each Company agrees that the foregoing powers are coupled with an interest and shall be irrevocable by the Company directly or indirectly by the dissolution of the Company or in any manner or for any reason. Each Company further agrees that the Purchaser shall retain for its own account any amounts collected pursuant to the foregoing powers, and the Company shall promptly transfer and deliver to the Purchaser any cash or other property received by the Company after the Closing Date relating to the Assets, if permitted by the Court.

4.            REPRESENTATIONS AND WARRANTIES OF THE COMPANIES .  Each of the Companies and the Principals, jointly and severally, hereby make the following representations and warranties to the Purchaser.  Each representation and warranty made by ARE is subject to, and qualified by, matters disclosed in the Bankruptcy Case.  REE does not make any representation with respect to ARE and ARE does not make any representation with respect to REE.  Except for the express representations and warranties in this Agreement, the Companies expressly exclude all warranties with respect to the Contemplated Transactions, express and implied, including but not limited to the warranty of merchantability, the warranty of fitness for a particular purpose, and any warranties that may have arisen from course of dealing or usage of trade.

4.1            Organization and Good Standing .  Each of the Companies is a limited liability company duly organized and validly existing under the laws of Oregon.  Each Company has all requisite corporate or other power to own, operate and lease its respective Assets and carry on its business as the same is now being conducted.  Complete and correct copies of the Articles of Organization and Operating Agreement of each Company, as currently in effect, have been delivered to the Purchaser.

4.2            Capitalization of the Company .  ARE is owned 46.75% by each of Preus and Hull, and 6.5% by Robert Strachen. REE is owned 100% by Preus. All of the outstanding interests of the equity of the Company are validly issued, fully paid and non-assessable. Except as set forth on Schedule 4.2 , there are, and at the Closing there will be, no outstanding subscriptions, options, rights, warrants, convertible securities, preemptive rights or other agreements, or understandings with respect to the voting, sale, transfer, rights of first refusal, rights of first offer, proxy or registration or calls, demands or commitments of any kind relating to the issuance, sale or transfer of any membership interests or other equity securities of the Company, whether directly or upon the exercise or conversion of other securities.  There are, and at the Closing there will be, no outstanding contractual obligations of the Company or the Principals to repurchase, redeem or otherwise acquire any shares of their respective membership interests or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Company does not and has never maintained any stock, partnership, joint venture or any other security or ownership interest in any other Person.

4.3            Authority Relative to Agreement .  The Company has all requisite power and authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement and has taken all action, corporate or otherwise, necessary in order to execute and deliver the Transaction Documents and all other instruments or agreements to be executed in connection herewith and to consummate the Contemplated Transactions.  This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and the Principals.  This Agreement and the other Transaction Documents constitute the valid and binding obligation of the Company and each of the Principals, enforceable against such party in accordance with its terms, subject to laws relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshaling or other laws and rules of law affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights).

4.4            Absence of Conflict .  Neither the execution and delivery of the Transaction Documents by the Company or the Principals nor the consummation of the Contemplated Transactions by the Company or the Principals will (a) violate, conflict with, result in a breach or termination of, constitute a default under or give rise to a right to terminate, amend, cancel or accelerate (or an event which, with notice or lapse of time or both, would constitute the same) (i) any material Contract to which the Company or either of the Principals is a party or by which any of their respective properties or assets is bound, (ii) the Articles of Organization or Operating Agreement of the Company or (iii) any Law, order of a Governmental Body or any other restriction of any kind or character applicable to the Company or the Principals or any of their respective properties or assets, or (b) result in the creation or imposition of any Encumbrance upon any Asset or any other property or asset of the Company or the Principals except where any such violation, conflict, breach, termination, default, amendment, cancellation, acceleration or Encumbrance would not have a material adverse effect on the party or the Contemplated Transactions.

4.5            Consents and Approvals .  No consent, waiver, registration, certificate, approval, grant, franchise, concession, permit, license, exception or authorization of, or declaration or filing with, or notice or report to, (a) any Governmental Body or (b) any other Person (including, but not limited to, any party to a Contract of the Company, is required in connection with the execution, delivery and performance of the Transaction Documents by the Company or the Principals, other than the approval of the Court and the approvals set forth on Schedule 4.5 (such approvals collectively referred to as the "Company Approvals").

4.6            Liabilities .  To the best of the Companies’ actual knowledge,  except (a) as incurred by Company in the ordinary course of business after the date hereof, (b) disclosed by ARE in the Bankruptcy Case or (c) under Contracts constituting all or part of the Assumed Liabilities, neither the Company nor any of the Principals have any debts, liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise) in connection with the Assets, the Contracts or the business of the Company.

4.7            Litigation .  Except (a) for Bankruptcy Case, (b) any litigation arising from a