PURCHASE AND SALE AGREEMENT

Exhibit 10.5

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is entered into this 17th day of November, 2008, and is by and among RIDGEWOOD GAS SERVICES LLC , a Delaware limited liability company (“ RGS ”), and RHODE ISLAND RESOURCE RECOVERY CORPORATION (“ RIRRC ”), a Rhode Island corporation.  RGS and RIRRC may sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS , RIRRC is the owner of a certain landfill, commonly referred to as the “Central Landfill,” located in the Town of Johnston, County of Providence, State of Rhode Island (as expanded or otherwise modified from time to time, the “ Landfill ”);

WHEREAS , the current configuration of the Landfill, including the RIRRC Gas Collection System, the LKD Gas Collection System and the Condensate Control, Treatment and Disposal System (each as hereinafter defined) at the Landfill, are depicted on the Existing Site Plan attached hereto as Exhibit A ;

WHEREAS , pursuant to the Existing Gas Services Agreement, RGS has operated the RIRRC Gas Collection System, and pursuant to the CGLP Gas Services Agreement, RGS had operated the LKD Gas Collection System;

WHEREAS , as of December 31, 2007, pursuant to the Termination and Assignment Agreement dated December 20, 2007 among CGLP, LKD, Ridgewood Providence Power, RGS and Rhode Island Gas Management LLC, RGS acquired the LKD Gas Collection System from LKD and terminated the CGLP Gas Services Agreement;

WHEREAS , pursuant to the Services Agreement, RGS will continue to operate the RIRRC Gas Collection System and the LKD Gas Collection System;

WHEREAS , pursuant to the Site Lease, RIRRC is granting to Rhode Island LFG Genco, LLC, a Delaware limited liability company and the sole member in RGS (“ RILG ”), the right to construct and operate the RILG Facilities and certain rights with respect to the Landfill Gas produced at the Landfill; and

WHEREAS , RIRRC and RGS now desire to enter into this Agreement to enable RGS to acquire the RIRRC Gas Collection System and the Condensate Control, Treatment and Disposal System subject to the terms and conditions set forth herein;

NOW THEREFORE , the Parties agree as follows:

ARTICLE I:   TERM/DEFINITIONS

 1.1            Definitions .   Capitalized terms not otherwise defined herein have the meanings given to them in the Schedule of Definitions attached hereto.

 1.2            Certain Interpretive Matters .   In this Agreement, unless the context otherwise requires, the singular shall include the plural, the masculine shall include the feminine and neuter, and vice versa.  The term “includes” or “including” shall mean “including without limitation.” References to a section, article, exhibit or schedule shall mean a section, article, exhibit or schedule of this Agreement unless the context requires otherwise.  All exhibits, annexes, schedules and other attachments to this Agreement are hereby deemed to be attached to this Agreement and incorporated herein by reference.  The headings in this Agreement are included for convenience of reference only and shall not in any way affect the meaning or interpretation of this Agreement.  The definitions of agreements, contracts and other documents contained in this Agreement which describe such agreements, contracts or documents are not intended to be a complete description of all terms of such agreements, contracts or documents and shall not in any way affect the interpretation of such agreements, contracts or documents.  Whenever a representation and warranty is made in this Agreement “to the knowledge” of a party, the knowledge is the actual and constructive knowledge of the directors, officers, and management level personnel of the party.

ARTICLE II: PURCHASE AND SALE

 2.1            Purchase and Sale of Assets .  Prior to the Commercial Operation Date, RGS may purchase and acquire from RIRRC (the “ Purchase ”), and upon the request of RGS (as described below), RIRRC shall sell, assign, convey and transfer to RGS, all of RIRRC’s right, title and interest in and to the RIRRC Gas Collection System and the Condensate Control, Treatment and Disposal System, together with the associated warranties, licenses, contracts and other contractual rights and other assets, which are listed in Exhibit B (collectively, the “ Assets ”) on any date after the provision by RILG or an Affiliate of RILG of a notice to proceed with construction of the RILG Facilities to a construction contractor retained by RILG or such Affiliate to construct such RILG Facilities.  RGS shall exercise its right to purchase the Assets under this Section 2.1 by providing a written notice of such exercise to RIRRC, and the Purchase shall occur on a date prior to the Commercial Operation Date (the “ Acquisition Date ”) selected by RGS in its sole discretion that is at least ten (10) Business Days after the date on which RGS provides such notice.  The Purchase will be made or not made by RGS in its sole discretion (subject to the conditions described in this Section 2.1), and nothing set forth in this Agreement shall be deemed to obligate RGS to acquire the Assets at any time.

 2.2            Excluded Assets .  Notwithstanding anything to the contrary in this Agreement, there shall be excluded from the Assets to be sold, assigned, transferred, conveyed or delivered to RGS hereunder, and to the extent in existence on the Acquisition Date, there shall be retained by RIRRC, any and all right, title or interest to the following assets, properties and rights (collectively, the “ Excluded Assets ”):

(a)           the LCS; and

(b)           any right, title or interest of RIRRC with respect to Environmental Attributes, which Environmental Attributes are subject to and addressed under the Existing Environmental Attribute Agreements or the Site Lease.

 2.4            Books and Records .  On the Acquisition Date, (i) RIRRC shall sell, convey, transfer, assign and deliver to RGS all books, operating records, safety and maintenance manuals, engineering design plans, blueprints and as-built plans and surveys, compliance plans, safety plans and records, environmental procedures and similar records of RIRRC or in RIRRC’s possession relating to RIRRC’s ownership, operation or maintenance of the Assets other than and specifically excluding all tax records, Tax Returns, working papers, business records and other related documents dealing with the management and compliance of RIRRC as a business entity (“ Books and Records ”).  RIRRC shall be entitled to retain copies of any or all of the Books and Records and RGS agrees that it will make such Books and Records reasonably available to RIRRC in order to review and make copies at RIRRC’s expense of such Books and Records from time to time after the Acquisition Date during normal business hours and following reasonable notice.  RIRRC shall be entitled to use its copies of such Books and Records and all information contained therein for such purposes as may be deemed necessary and appropriate by RIRRC in connection with all regulatory filings or other activities involving any Governmental Body, filing of Tax Returns and all other government matters reasonably related to RIRRC’s prior ownership of the Assets.

 2.5            Closing .  The closing of the Purchase (the “ Closing ”) shall take place, on the terms and subject to the conditions of this Agreement, on the Acquisition Date at the offices of Adler Pollock & Sheehan P.C., One Citizens Plaza, 8th Floor, Providence, Rhode Island, or such other place as the Parties mutually agree.  The Closing shall be effective for all purposes as of 12:01 A.M. Eastern Time on the Acquisition Date.

 2.6            Closing Documents .  At the Closing, each of the following agreements, certificates or other documents required to consummate the Purchase shall be executed and delivered by the Parties thereto, or if previously executed and delivered, shall be in full force and effect (collectively, the “ Closing Documents ”):

(a)           the Related Agreements;

(b)           the Bill of Sale, dated the Acquisition Date, with respect to the Assets substantially in the form attached hereto as Exhibit C ; and

(c)           such other instruments, documents and certificates reasonably required to consummate the Purchase contemplated hereby.

ARTICLE III: COVENANTS.

 3.1            Further Assurances .  Each of the Parties will use commercially reasonable efforts to take all actions and to do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement on or as soon as practicable after the Acquisition Date.

 3.2            Filings .  Without limiting the generality of Section 3.1(a), RIRRC and RGS agree to provide to each other, or to such Person as either shall reasonably direct, such information relating to RIRRC or RGS as the other party reasonably deems appropriate for purposes of providing Governmental Bodies or any other Person requiring notice thereof with appropriate notice of the transactions contemplated hereby.  The Parties shall consult with each other as to which Party should be principally responsible for, and the appropriate time of, filing any notifications or requests for approval required hereunder in connection with the consummation of the transactions herein contemplated and shall use their commercially reasonable efforts to make such filings at the agreed upon times, to respond promptly to any requests for additional information made by any Governmental Authorities, and to cause the applicable waiting periods to terminate or expire at the earliest possible date after each date of filing.  The Parties will keep each other informed of the progress and actions related to complying with and completing all actions and requirements provided in this Agreement.  Each party is responsible for its own fees, expenses and costs in respect of any filing.

 3.3            Waivers .  (a)  RIRRC waives any rights it had to acquire or assume responsibility for the operation or maintenance of the LKD Gas Collection System pursuant to the Existing Gas Services Agreement or the CGLP Gas Services Agreement.

                 (b)           RIRRC waives, and agrees that it will not exercise, any right to reacquire the Assets or to acquire any other assets of RGS by eminent domain or other statutory or common law right that it may otherwise have to reacquire the Assets or to acquire any other assets of RGS.

 3.4            Permits, Licenses and Contracts .   As of the Acquisition Date, RIRRC shall assign to RGS any of the Permits held by RIRRC that are capable of being assigned by RIRRC to RGS and that are required to be held in the name of RGS in order to permit RGS to own, operate and maintain the Gas Collection Systems and the CCS.

 3.5            Title to Landfill Gas and Environmental Attributes .  RIRRC and RGS hereby acknowledge that, while RGS will own and/or operate the Gas Collection Systems, it does not and will not at any time have title to the Landfill Gas in the Gas Collection Systems or to any Environmental Attributes originally arising or created on or after the Effective Date, which title shall at all times vest in RILG.

 3.6            License .  (a) Effective upon the Acquisition Date and continuing for the term of the Site Lease and subject to the terms of this Agreement, RIRRC hereby conveys to RGS, and RGS hereby accepts from RIRRC, the sole and exclusive possession and occupancy of the portions of the Landfill on which the RIRRC Gas Collection System, the CCS and RGS’ other facilities are located, as denoted on the Existing Site Plan, as revised from time to time (subject to RIRRC’s rights thereto as set forth herein), for the purposes set forth herein, including without limitation in such ways as may be related to and necessary, appropriate or convenient for the operation and maintenance of the Gas Collection Systems, the CCS and RGS’ other facilities, including but not limited to the right (A) to bring onto and store on the Landfill all equipment, lubricants, solvents and the like used in any aspect of the operation of the Gas Collection Systems and the CCS and (B) to perform any act required by or permitted under any Permit, Legal Requirements and/or Environmental Law relating to the Services as contemplated under this Agreement.

 (b)           All activities conducted by RGS, its employees, representatives, agents, contractors and subcontractors at the Landfill shall be (i) at RGS’ sole risk and responsibility, (ii) conducted in a manner that does not unreasonably interfere in any respect with RIRRC’s operation of the Landfill, and (iii) conducted in compliance with all applicable Legal Requirements, including requirements of any Permits relating to the Landfill.

 (c)           RIRRC reserves a right of reasonable access to the portions of the Landfill to which RGS has a license hereunder.  RIRRC shall exercise such right of access in a manner that does not unreasonably interfere with RGS’ rights hereunder, unless RIRRC’s purpose is to exercise its rights and remedies under this Agreement following a default by RGS under, or a termination of, this Agreement.  Except in the case of emergencies where prior notice shall not be required, such right of access shall be exercised by advanced written notice to RGS in a timely manner appropriate under the circumstances.  RIRRC also reserves the right to grant to third parties easements or other access rights to the Landfill as deemed necessary or appropriate by RIRRC for its use and operation of the Landfill and to comply with applicable Legal Requirements, such third parties to include, but not be limited to, any Governmental Body, utility providers, electricity or other power generators or providers and RIRRC contractors, provided , however , that such easements or access rights do not unreasonably interfere with the rights granted to RGS under this Agreement.

 3.7            Condition of Assets .  Prior to the Acquisition Date and subject to RGS’s obligations under the Services Agreement, RIRRC shall maintain the Assets in the ordinary course consistent with Good Engineering Practices (including the continued scheduling and performance of regular and customary maintenance and maintenance overhauls), unless otherwise contemplated by this Agreement or with the prior written consent of RGS.  Without limiting the generality of the foregoing, RIRRC shall not, without the consent of RGS:

(a)        sell, lease (as lessor), transfer or otherwise dispose of, any Assets, other than as used, consumed or replaced in the ordinary course of business consistent with Good Engineering Practices, or materially encumber, pledge, mortgage or suffer to be imposed on any Assets any material encumbrance;

(b)        make any material change in the levels of inventories customarily maintained by RIRRC with respect to the Assets, except in the ordinary course of business and such changes that are consistent with Good Engineering Practices; or

(c)        terminate, materially amend or otherwise materially modify any material contract, lease or Permit other than in the ordinary course of business, as required by any Governmental Body, as may be required in connection with any Legal Requirement, or as may be required in connection with transferring RIRRC’s rights or obligations thereunder to RGS pursuant to this Agreement.

ARTICLE IV:   REPRESENTATIONS AND WARRANTIES OF RGS

RGS hereby represents and warrants to RIRRC as follows as of the Effective Date:

 4.1            Brokers or Finders .  No agent, broker, investment or commercial banker, Person or firm acting on behalf of RGS or under the authority of RGS is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly in connection with the Purchase contemplated herein.

 4.2            Independent Investigation .  RGS acknowledges that (a) it has been provided access to the Landfill, the Books and Records, and the officers and employees of RIRRC relating to the Assets as part of its due diligence in its evaluation regarding the Purchase and (b) in making the decision to enter into this Agreement and consummate the Purchase contemplated hereby, RGS has relied on both its “due diligence” as outlined above and on the representations, warranties, covenants and agreements of RIRRC set forth in this Agreement, the other Related Agreements and the Closing Documents.  Accordingly, RGS acknowledges that, except as expressly set forth herein, in the other Related Agreements or in any Closing Document and subject to all the terms and conditions hereof, RIRRC HAS NOT MADE, AND RIRRC HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE, OR OTHERWISE RELATING TO THE PHYSICAL CONDITION, DESIGN AND/OR LAYOUT OF THE ASSETS OR ANY OF THEM, INCLUDING ANY OTHER REPRESENTATION OR WARRANTY REGARDING ANY INFORMATION, DATA, OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO RGS BY OR ON BEHALF OF RIRRC.  UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN THE OTHER RELATED AGREEMENTS, RIRRC FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE VALUE OF THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF SUCH ASSETS.  EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE OTHER RELATED AGREEMENTS, THE ASSETS ARE BEING ACQUIRED IN AN “AS-IS, WHERE-IS” CONDITION WITHOUT REPRESENTATION OR WARRANTY OF CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; PROVIDED , HOWEVER , THAT NO DISCLAIMER HEREIN SHALL APPLY TO ANY ADVERSE CONDITION OF THE ASSETS RESULTING FROM RIRRC’S BREACH OF THE EXISTING GAS SERVICES AGREEMENT, NEGLIGENCE OR WILLFUL MISCONDUCT.

ARTICLE V:   REPRESENTATIONS AND WARRANTIES OF RIRRC

RIRRC hereby represents and warrants to RGS as follows as of the Effective Date:

 5.1            Related Agreements .   To the best of RIRRC’s knowledge, without further investigation, there is