Exhibit 2
Execution Version
PURCHASE AND SALE AGREEMENT
Among
Arcadia Energy II, LLC
And
Arcadia Energy III, LLC
("Sellers")
And
Great Bay
Hydro Maine, LLC
And
Great Bay Hydro Benton, LLC
("Buyers")
relating to the acquisition of
all of the Partnership Interests
of
Benton Falls Associates, L.P.
Dated as
of March 16, 2005
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TABLE OF CONTENTS
ARTICLE 1 SALE AND PURCHASE OF PARTNERSHIP
INTERESTS . . . . .
1
1.1 Sale and Purchase. . .
. . . . . . . . . . . . . . . . . 2
1.2 Purchase Price and
Payment . . . . . . . . . . . . . . . 2
1.3 BOHI Energy, Inc. v.
Benton Falls Associates . . . . . . 2
1.4 Closing Date . . . . .
. . . . . . . . . . . . . . . . . 3
1.5 Closing Adjustments. .
. . . . . . . . . . . . . . . . . 3
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF
SELLERS . . . . . . 3
2.1 Arcadia II . . . . . .
. . . . . . . . . . . . . . . . . 3
2.1.1 Organization; Authority;
Enforceability. . . . . . . . . 3
2.1.2 Ability to Carry Out Agreement . .
. . . . . . . . . . . 4
2.1.3 Litigation . . . . . . . . . . . .
. . . . . . . . . . . 4
2.1.4 Brokers and Intermediaries . . . .
. . . . . . . . . . . 4
2.1.5 Ownership of the General
Partnership Interest. . . . . . 4
2.1.6 Organization of Partnership;
Authority:
Enforceability . . . . . . . . . . . . . . . . . . . . 5
2.1.7 Due Diligence Materials
. . . . . . . . . . .
. . . . . 5
2.1.8 Taxes. . . . . . . . . . . . . . .
. . . . . . . . . . . 5
2.1.9 Disclaimer of Other
Representations and Warranties:
Disclosure . . . . . . . . . . . . . . . . . . . . . . . 5
2.2 Arcadia III. . . . . .
. . . . . . . . . . . . . . . . . 6
2.2.1 Organization; Authority;
Enforceability. . . . . . . . . 6
2.2.2 Ability to Carry Out Agreement . .
. . . . . . . . . . . 6
2.2.3 Litigation . . . . . . . . . . . .
. . . . . . . . . . . 7
2.2.4 Brokers and Intermediaries . . . .
. . . . . . . . . . . 7
2.2.5 Ownership of the Limited Partner
Interest . . . . . . .
7
2.2.6 Disclaimer of Other
Representations and Warranties:
Disclosure . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF
BUYERS . . . . . . .
8
3.1 Organization;
Authority; Enforceability . . . . . . . . 8
3.2 Ability to Carry Out the Agreement
. . . . . . . . . .
.8
3.3 Litigation
. . . . . . . . . . .
. . . . . . . . . . . .9
3.4 Brokers and
Intermediaries . . . . . . . . . . . . . . . 9
3.5 Investment Intent
. . . . . . . . . . .
. . . . . . . . 9
3.6 Financial Capability
. . . . . . . . . . .
. . . . . . 10
ARTICLE 4 CERTAIN COVENANTS AND AGREEMENTS
OF SELLERS
AND BUYERS . . . . . .
. . . . . . . . . . . . . . . 10
4.1 Tax Matters . . . . .
. . . . . . . . . . . . . . . . . 10
4.2 Books and Records . .
. . . . . . . . . . . . . . . . . 11
4.3 Confidential
Information . . . . .
. . . . . . . . . . 11
ARTICLE 5 SURVIVAL OF REPRESENTATIONS AND
WARRANTIES . . . . . 12
ARTICLE 6 INDEMNIFICATION. . . . . . . . .
. . . . . . . . . . 13
6.1.1 Arcadia II Indemnification of
Buyers . . . . . . . .
. 13
6.1.2 Arcadia III Indemnification of
Buyers . . . . . . . . . 14
6.2 Indemnification of
Sellers . . . . . . .
. . . . . . . 15
6.3 Undertakings
. . . . . . . . . . .
. . . . . . . . . . 16
6.4 Certain Limitations .
. . . . . . . . . . . . . . . . . 16
6.5 Survival . . . . . . . . . . . . . . . . .
. . . . . . 17
6.6 Exclusive Remedy
. . . . . . . . . . .
. . . . . . . . 17
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ARTICLE 7 CONDITIONS PRECEDENT OF SELLERS
. . . . . . . . . .
17
7.1 Representations and
Warranties . . . . . .
. . . . . . 17
7.2 Agreements
. . . . . . . . . . .
. . . . . . . . . . . 17
7.3 No Injunction . . . .
. . . . . . . . . . . . . . . . . 18
7.4 Partnership LC
. . . . . . . . . . .
. . . . . . . . . 18
ARTICLE 8 CONDITIONS PRECEDENT OF BUYERS .
. . . . . . . . . . 18
8.1 Representations and
Warranties . . . . . .
. . . . . . 18
8.2 Agreements
. . . . . . . . . . .
. . . . . . . . . . . 18
8.3 No Injunction . . . .
. . . . . . . . . . . . . . . . . 18
8.4 Miscellaneous Closing
Deliveries . . . . . .
. . . . . 18
ARTICLE 9 MISCELLANEOUS . . . . . . . . . .
. . . . . . . . . .
19
9.1 Further Assurances
. . . . . . . . . . .
. . . . . . . 19
9.2 Expenses . . . . . . . . . . . . . . . . .
. . . . . . 19
9.3 Applicable Law
. . . . . . . . . . .
. . . . . . . . . 20
9.4 Judicial Proceedings:
Waiver of Jury Trial .
. . . . . 20
9.5 Notices . . . . . . .
. . . . . . . . . . . . . . . . . 20
9.6 Entire Agreement
. . . . . . . . . . .
. . . . . . . . 21
9.7 Amendment . . . . . .
. . . . . . . . . . . . . . . . . 21
9.8 Headings: References
. . . . . . . . . . .
. . . . . . 22
9.9 Counterparts
. . . . . . . . . . .
. . . . . . . . . . 22
9.10 Parties in Interest:
Assignment . . . . . . . . . . . . 22
9.11 Severability: Enforcement .
. . . . . . . . . . . . . . 22
9.12 Waiver . . . . . . . . . . . . . . . . .
. . . . . . . 22
9.13 Survival . . . . . . . . . . . . . . . . .
. . . . . . 23
EXHIBIT A - DEFINITIONS . . .. . . . . . . . . . . . . . .
. A-1
EXHIBIT B - ASSIGNMENT AGREEMENT
. . . . . . . . . . .
. . . B-1
EXHIBIT C - ASSIGNMENT AGREEMENT
. . . . . . . . . . .
. . . C-1
EXHIBIT D - LIMITED GUARANTY . . . . . . . . . . . . . . . .
D-1
SCHEDULE 1.5 - DRAFT SETTLEMENT
STATEMENTS
SCHEDULE 2.1.3 - BOHI ACTION AND EVERETT E.
WHITMAN
ii
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PURCHASE AND SALE AGREEMENT
This
Purchase and Sale
Agreement (this "Agreement"), dated
as of March 16, 2005, is among ARCADIA
ENERGY II, LLC, a Delaware
limited liability company ("Arcadia II"),
and ARCADIA ENERGY III,
LLC, a Delaware limited liability company
("Arcadia III"
and
collectively with Arcadia II, the
"Sellers") and GREAT BAY HYDRO
MAINE, LLC, a Maine limited liability
company ("GBH Maine")
and
GREAT BAY HYDRO BENTON, LLC, a Maine limited
liability company
("GBH Benton" and collectively with GBH
Maine, the "Buyers").
R E C I T A L S
Whereas,
Arcadia II owns a fifty percent (50%) general
partnership interest (the "General Partner
Interest") and Arcadia
III owns a fifty percent (50%) limited
partnership interest (the
"Limited Partner Interest") and, together with the General
Partnership Interest, the "Partnership Interests") in Benton
Falls Associates, a New York limited partnership (the
"Partnership");
Whereas,
the Partnership owns
and operates a hydroelectric
generation facility with a generating
capacity of
approximately
four point three (4.3) MW (net) located
at Benton Falls
Benton,
Maine (the "Project");
Whereas,
upon the terms and conditions hereinafter set
forth, (i) Arcadia II desires to sell and
transfer to GBH
Maine
the General Partner Interest, and GBH
Maine desires to
purchase
the General Partnership Interest from Arcadia II, and (ii)
Arcadia III desires to sell and transfer to GBH Benton the
Limited Partnership Interest, and GBH
Benton desires to purchase
the Limited Partnership Interest from Arcadia
III, with these
transactions to close simultaneously;
and
Whereas,
the Partnership Interests constitute all the
partnership interests of the
Partnership;
Now,
Therefore,
in reliance upon the
representations
and
warranties made herein and in consideration of the mutual
covenants and agreement herein contained,
Buyers and Sellers
hereby agree as follows:
ARTICLE 1
SALE AND PURCHASE OF PARTNERSHIP INTERESTS
Defined
terms used herein
shall have the meanings assigned
thereto in Exhibit A attached hereto and
incorporated herein
by
reference.
1.1 Sale and Purchase.
Upon
the terms and subject to the conditions contained
herein,
on the Closing Date (i) Arcadia II
will sell and
transfer to GBH
Maine the General Partnership Interest, and
GBH Maine will
purchase and accept
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from
Arcadia II the General
Partnership Interest, and (ii)
Arcadia III will
sell and transfer to GBH Benton the Limited
Partnership
Interest, and GBH Benton will purchase and
accept from
Arcadia III the Limited Partnership Interest.
1.2 Purchase Price and Payment.
In consideration of the sales and transfers
pursuant to
Section 1.1, (i)
GBH Maine agrees to pay on the Closing Date
to Arcadia II, by wire transfer in immediately
available
funds
to the account designated by Arcadia
II, a purchase
price
equal to U.S. $1,064,479.21 (One Million
Sixty-four
Thousand Four
Hundred Seventy-nine U.S. Dollars and Twenty-
one Cents), minus any amount assumed
by Buyers or paid
by
the Buyers at
closing on behalf of the Sellers on account of
the Mortgage Payoff, and (ii) GBH
Benton agrees to pay
on
the Closing Date to Arcadia III, by wire transfer in
immediately
available funds to the account designated by
Arcadia
III, a purchase price equal to U.S.
$1,064,479.21
(One
Million Sixty-four Thousand Four Hundred
Seventy-nine
U.S. Dollars and
Twenty-one Cents), minus any amount assumed
by Buyers or paid by the Buyers at
closing on behalf of the
Sellers
on account of the Mortgage Payoff.
The purchase
prices
for the General
Partnership Interest and the Limited
Partnership
Interest, as adjusted pursuant to Section 6 of
this
Agreement,
shall be collectively
identified in
this
Agreement as the
"Purchase Price".
1.3 BOHI Energy, Inc. v. Benton Falls
Associates
From
and after the Closing Date, Buyers
will cause the
Partnership to
continue to retain the law firm of Bernstein,
Shur,
Sawyer & Nelson PA, 100 Middle
Street, West
Tower,
P.O.
Box 9729, Portland Maine 04101-5029 (the
"Bernstein
Firm"), as
attorneys for the Partnership in connection with
the civil action by BOHI Energy, Inc.
("BOHI"), Plaintiff,
v. Benton Falls Associates, Defendant,
in the Superior
Court,
Kennebec County, Maine, Docket No.
CV-04-230 (the
"BOHI
Action"). The Sellers have provided
to the Buyers
copies
of all pleadings,
motions, court determinations and
other
records relating to
the BOHI Action. From
and after
the Closing Date, Sellers will (i) pay all fees and
disbursements
billed
by the Bernstein Firm to the
Partnership
in connection with the BOHI Action, (ii)
continue to
assist the Bernstein Firm in connection with the
BOHI
Action, and (iii) have the authority to make all
decisions on
behalf of the Partnership with respect to BOHI
Action,
including the authority to settle the action,
provided
that the Sellers may only settle such
action if
such
settlement
provides for a
complete release of the
Partnership
and does not involve the payment by the
Partnership of
any amount. To the
extent, either through
a
court
decision or by a
settlement, the Partnership is not
successful in
its defense of the claim made by the Plaintiff
in the BOHI Action, Sellers will pay or reimburse the
Partnership an
amount equal to Twenty-five percent (25%) of
the Nine Hundred
Thirty-eight Thousand Three Hundred Dollars
($938,300)
payable under the contact between the Partnership
and Cianbro Corporation, dated
February 1, 2005, less
such
amount
as BOHI is required to
pay to the Partnership
under
any court decision, or which BOHI agrees
to pay to the
Partnership
as a result of any settlement of the BOHI
Action.
Any payments made by Sellers hereunder
shall be
treated
as indemnification payments in accordance with
Article 6 of
this Agreement.
2
<Page>
If, after the
Closing Date, BOHI commences an action against
the Partnership
that Sellers would otherwise be obligated to
provide
indemnification under Article 6 of this Agreement (a
"New BOHI
Action"), Sellers indemnification obligation under
Article
6 of this Agreement with respect to
any New BOHI
Action
will not vest unless
such indemnification
claim is
brought
within the indemnification period
set forth in
Article
5 and results in a money judgment
or settlement
(with
Sellers' consent as set forth below)
of more than
$1.00
in favor of BOHI
against the Partnership, and in the
event of a money
judgment the Partnership has exhausted all
appeals.
In the event of a money judgment
or settlement
(with
Sellers' consent as set forth below)
of more than
$1.00
in favor of BOHI against the
Partnership, the
costs
incurred
by Buyers in defending
and/or settling a New
BOHI
Action
shall be included as
an indemnifiable expense under
Article
6. No New BOHI Action will be settled by the
Partnership
for an aggregate amount greater
than $10,000
(inclusive of
Buyers' attorneys' fees and expenses), without
the prior written consent of Sellers,
which consent may
be
granted or
withheld in the sole discretion of Sellers. The
intention
of the Sellers and Buyers is that
Sellers will
have
no indemnification obligation of any
kind, including
the costs of defense, with respect to any
New BOHI Action
that is
frivolous or without substantial merit.
1.4 Closing Date
The closing of the transactions provided for
herein (the
"Closing Date")
will take place by mail at such time as the
conditions
precedent of both
Buyers and Sellers
have been
satisfied or
waived.
1.5 Closing Adjustments
On the Closing Date, (a) Buyers shall assume the
indebtedness
secured by the mortgage on the Project, or (b)
Buyers, on
behalf of the Sellers, from the proceeds of sale,
shall
pay off the mortgage on the Project
and, promptly
following the
Closing Date, Buyers and Sellers shall cause a
discharge
of that mortgage to be recorded in
the Kennebec
County
Clerk's office. All income and expenses of the
Project
shall be adjusted as
of the Closing Date as
though
this
transaction were a
sale of the assets of the Project,
rather
than a sale of the
Partnership Interests. Attached
to this Agreement as Schedule 1.5 are
forms of
Settlement
Statements
showing the Purchase Price and adjustments.
Within sixty
days after the Closing Date, Sellers and Buyers
shall make any
applicable readjustments to the Statement of
Sale signed on
the Closing Date.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLERS
2.1 Arcadia II hereby represents and
warrants to Buyers that:
2.1.1 Organization;
Authority; Enforceability.
Arcadia II is
duly organized, validly existing, and in good
standing
under the laws of the jurisdiction of its
organization and
has the
3
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requisite
power and authority to
enter into this
Agreement
and the
Assignment Agreements and to perform its obligations
hereunder
and thereunder. The execution and delivery of
this
Agreement and the Assignment Agreements and the
consummation
of the transactions contemplated
hereby and
thereby
have
been
duly authorized by all requisite
membership
actions on the part of Arcadia II. This
Agreement has
been, and the Assignment Agreements will be,
duly
executed and delivered by Arcadia II and
constitutes
(or,
in the case of the Assignment Agreements, will
constitute)
the valid, binding,
and enforceable
obligation
of Arcadia II subject to applicable bankruptcy,
reorganization,
insolvency,
moratorium,
and other laws
affecting
creditors' rights generally from time to time in
effect
and to general equitable principles (whether
considered in a
proceeding at law or in equity).
2.1.2 Ability to Carry
Out Agreement.
Neither
Arcadia II nor any of
its properties or
assets is
subject to or
bound by any provision of:
(i) any law, statute,
rule, regulation, or judicial or
administrative decision;
(ii) its
articles
of organization or operating
agreement;
(iii) any
mortgage, deed of
trust, lease,
note,
shareholders'
agreement, bond,
indenture,
other
instrument or
agreement,
license, permit, trust,
custodianship, or other restriction; or
(iv) any judgment,
order, writ, injunction, or decree
of any court, governmental body, administrative agency,
or arbitrator;
that
would prevent, or be
violated by, or under which there
would be a
default (with or without notice or the passage of
time
or both) as a result
of, the execution, delivery, and
performance
by Arcadia II of this Agreement or the
Assignment
Agreements
and the transactions contemplated
hereby or
thereby.
2.1.3 Litigation.
Except as
provided in Schedule 2.1.3 attached hereto, as of
the date hereof there is no action, suit,
proceeding,
or
investigation
pending or, to the best of Arcadia II's
knowledge,
threatened against
Arcadia II or the Partnership
at law, in
equity, or otherwise, in, before, or by any court
or governmental agency or authority
that seeks to prohibit,
or which could reasonably be expected
by Arcadia II or
the
Partnership
to prohibit, consummation of the
transactions
contemplated
hereby.
2.1.4 Brokers and
Intermediaries.
Neither
the Partnership nor Arcadia II
has employed any
broker, finder,
advisor, or intermediary in connection with
the
transactions
4
<Page>
contemplated
by this Agreement who
would be entitled to
a
broker's,
finders,
or similar fee or commission in
connection
therewith or upon the consummation thereof.
2.1.5 Ownership of the
General Partner Interest.
The General Partner Interest is owned of record and
beneficially
held by Arcadia II.
Arcadia II has
good and
valid
title to its General
Partner Interest, free and clear
of any and all liens, claims, security
interests, pledges,
options,
preemptive
rights
or other encumbrances
("Encumbrances"). No consent of any Person under any
contract or
agreement to which Arcadia II or the Partnership
is a party is required for execution, delivery and
performance by
Arcadia II of this Agreement.
2.1.6 Organization of
Partnership; Authority: Enforceability.
The Partnership is a limited partnership
duly organized,
validly existing
and in good standing under the laws of the
State
of New York and has
all requisite power and authority
to own, lease
and operate its properties and to carry on its
business
as is now being
conducted and is qualified to do
business
in the State of Maine.
Sellers shall
deliver to
Buyers
complete
and correct copies of Partnership's
organizational
documents and proof
that the Partnership
is
qualified to do
business in the State of Maine.
2.1.7 Due Diligence
Materials
To the Knowledge of Arcadia II, the copies of the due
diligence
documents furnished by Arcadia II to Buyers prior
to the execution and delivery of this Agreement were
reasonably
complete and accurate
in all material
respects,
and to the
Knowledge of Arcadia II, the Partnership has made
all the
necessary filings with the State of Maine and FERC.
2.1.8 Taxes
(a) The Partnership has prepared
completely and accurately
and timely filed all federal, state and local
tax returns
and reports required to be filed by
them and have duly paid
or, where payment is not yet required to be made,
established
adequate reserves for the proper payment of all
taxes
and other governmental charges upon
them or their
respective
properties, assets, income, franchises, licenses
or sales. Arcadia II knows of no unpaid assessment or
proposed
assessment by any
taxing authority for
additional
taxes or
interest or penalties for which the Partnership has
not provided
adequate reserves for any such fiscal period or
to the date
hereof. There are no
tax audits investigations,
protests, liens,
appeals or similar proceedings pending or,
to the Knowledge of Arcadia II, threatened
against the
Partnership.
No statute of limitation has
been extended
with respect to
any federal, state or local return. As used
herein
and elsewhere in this Agreement,
"Knowledge" means
the actual knowledge, after reasonable inquiry, of any
officer
or senior manager of the Partnership and the
applicable
Seller.
5
<Page>
(b) No election has been made with respect to the
Partnership to
treat the Partnership as a corporation or an
association
taxable as a corporation for income tax purposes
pursuant to IRC
Regulations 301.7701-1
through 3.
2.1.9 Disclaimer of
Other Representations and Warranties:
Disclosure.
ARCADIA
II DOES NOT MAKE, AND HAS NOT MADE, ANY
REPRESENTATIONS
OR WARRANTIES RELATING TO SELLERS, THE
PARTNERSHIP, THE
PROJECT OR THE BUSINESS OF THE PARTNERSHIP
OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED
HEREBY OTHER THAN THOSE EXPRESSLY SET FORTH IN
THIS AGREEMENT.
NO PERSON HAS BEEN
AUTHORIZED BY ARCADIA II
TO MAKE ANY REPRESENTATION OR
WARRANTY RELATING TO SELLERS,
THE PARTNERSHIP, THE PROJECT OR THE BUSINESS OF THE
PARTNERSHIP OR
OTHERWISE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED
HEREBY, AND, IF MADE,
SUCH REPRESENTATION
OR
WARRANTY MAY NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
ARCADIA II.
2.2 Arcadia III hereby represents and
warrants to Buyers that:
2.2.1 Organization;
Authority; Enforceability.
Arcadia III is
duly organized, validly existing, and in good
standing
under the laws of the jurisdiction of its
organization
and has the requisite
power and authority
to
enter into this
Agreement and the Assignment Agreements and
to perform its obligations hereunder and
thereunder.
The
execution
and delivery of this
Agreement and the Assignment
Agreements
and the consummation of the transactions
contemplated
hereby and thereby have been duly authorized by
all requisite
membership actions on the part of Arcadia III.
This
Agreement has been,
and the Assignment Agreements will
be, duly executed and delivered by Arcadia III and
constitutes
(or, in the case of
the Assignment
Agreements,
will
constitute)
the valid, binding, and enforceable
obligation
of Arcadia III subject
to applicable bankruptcy,
reorganization,
insolvency,
moratorium,
and other laws
affecting
creditors' rights generally from time to time in
effect
and to general equitable principles (whether
considered in a
proceeding at law or in equity).
2.2.2 Ability to Carry
Out Agreement.
Neither
Arcadia III nor any of
its properties or assets is
subject to or
bound by any provision of:
(i) any law, statute,
rule, regulation, or judicial or
administrative decision;
(ii) its
articles
of organization or operating
agreement;
6
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(iii) any
mortgage, deed of
trust, lease,
note,
shareholders'
agreement, bond,
indenture,
other
instrument or
agreement,
license, permit, trust,
custodianship, or other restriction; or
(iv) any judgment,
order, writ, injunction, or decree
of any court, governmental body, administrative agency,
or arbitrator;
that
would prevent, or be
violated by, or under which there
would be a
default (with or without notice or the passage of
time
or both) as a result
of, the execution, delivery, and
performance
by Arcadia III of this Agreement or the
Assignment
Agreements
and the transactions contemplated
hereby and
thereby.
2.2.3 Litigation.
Except as
provided in Schedule 2.1.3 attached hereto, as of
the date hereof there is no action, suit,
proceeding,
or
investigation
pending or, to the best of Arcadia III's
knowledge,
threatened against Arcadia III or the Partnership
at law, in
equity, or otherwise, in, before, or by any court
or governmental agency or authority
that seeks to prohibit,
or which could reasonably be expected by Arcadia
III to
prohibit,
consummation
of the transactions contemplated
hereby.
2.2.4 Brokers and
Intermediaries.
Neither
Arcadia III nor the Partnership has
employed any
broker, finder,
advisor, or intermediary in connection with
the transactions
contemplated by this Agreement who would be
entitled
to a broker's, finders, or similar fee or
commission
in connection
therewith or upon the consummation
thereof.
2.2.5 Ownership of the
Limited Partner Interest.
The Limited Partner Interest is owned of record and
beneficially
held by Arcadia III.
Arcadia III has good
and
valid
title to its Limited
Partner Interest, free and clear
of any Encumbrances. No consent of any Person
under any
contract
or agreement to which Arcadia III or the
Partnership
is a party is required
for execution,
delivery
and performance
by Arcadia III of this Agreement.
2.2.6 Disclaimer of
Other Representations and Warranties:
Disclosure.
ARCADIA
III DOES NOT MAKE, AND HAS NOT MADE, ANY
REPRESENTATIONS
OR WARRANTIES RELATING TO SELLERS, THE
PARTNERSHIP, THE
PROJECT, OR THE BUSINESS OF THE PARTNERSHIP
OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED
HEREBY OTHER THAN THOSE EXPRESSLY SET FORTH IN
THIS
AGREEMENT.
NO PERSON HAS BEEN
AUTHORIZED BY
ARCADIA
III TO MAKE ANY REPRESENTATION OR WARRANTY
RELATING TO
SELLERS, THE
PARTNERSHIP, THE PROJECT OR THE BUSINESS OF THE
PARTNERSHIP OR
OTHERWISE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED
HEREBY, AND,
7
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IF MADE, SUCH REPRESENTATION OR
WARRANTY MAY NOT BE
RELIED
UPON AS HAVING
BEEN AUTHORIZED BY ARCADIA III.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYERS
Each
Buyer represents and
warrants to Sellers with respect
to itself as
follows:
3.1 Organization; Authority;
Enforceability.
Buyer
is a limited liability
company, validly existing and
in good standing under the laws of
the State of Maine, with
the power and
authority to enter into this Agreement and to
perform
each of their
obligations hereunder.
The execution
and delivery of this Agreement and the
consummation of
the
transactions
contemplated hereby
have been duly
authorized
by all requisite action on the part of Buyer. This
Agreement has
been duly executed and delivered by Buyer and
constitutes
the valid, binding,
and enforceable
obligation
of Buyer, subject to applicable
bankruptcy, reorganization,
insolvency,
moratorium, and other laws affecting creditors'
rights
generally from time to
time in effect and to general
equitable
principle (wh
