Common use of Buyer Representations Clause in Contracts

Buyer Representations. Buyer hereby makes the following representations to Seller: (a) It is a company duly organized, validly existing, and in good standing under the laws of France and is duly authorized and qualified to conduct business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would affect its performance of its obligations under this Agreement; (b) It has all requisite power and authority to conduct its business and execute and deliver this Agreement and perform its obligations hereunder in accordance with its terms; (c) The execution, delivery, and performance of this Agreement have been duly authorized by all requisite action and this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (d) Neither the execution, delivery or performance of the Agreement conflicts with, or results in a violation or breach of the terms, conditions or provisions of, or constitutes a default under, the organizational documents of Buyer or any material agreement, contract, indenture or other instrument under which Buyer or its assets are bound, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyer; (e) Buyer is not in violation of any Applicable Law or Governmental Authorization which violations, individually or in the aggregate, would affect its performance of its obligations under this Agreement; (f) It is the holder of all Governmental Authorizations required to operate and conduct its business now and as contemplated by this Agreement, other than Governmental Authorizations which will be timely obtained in accordance with the terms of this Agreement, if any; (g) there is no pending controversy, legal action, arbitration proceeding, administrative proceeding or investigation instituted, or to the best of Buyer’s knowledge threatened, against or affecting, or that could affect, the legality, validity and enforceability of this Agreement or the performance by Buyer of its obligations hereunder in any material respect, nor does Buyer know of any basis for any such controversy, action, proceeding or investigation; (h) It is financially solvent, able to pay its debts as they mature, and has sufficient capital to complete its obligations under this Agreement; and (i) It has carefully studied and reviewed this Agreement, including all Attachment, Appendices and Exhibits attached hereto, and has become familiar with all its terms and provisions.

Buyer Representations. Buyer hereby makes the following representations to Sellerrepresents and warrants that: (a) It is a company corporation duly organized, validly existing, existing and in good standing under the laws of France and is duly authorized and qualified to conduct business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would affect its performance state of its obligations under formation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) It Subject to the provisions of the Funding Agents' Disbursement Administration Agreement, Buyer has all requisite power the exclusive right to use and authority occupy Buyer's Facilities subject only to conduct its business such liens and execute and deliver this Agreement and perform its obligations hereunder in accordance with its terms;encumbrances permitted by Buyer's Lender. (c) The execution, delivery, execution and performance delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all requisite action and this necessary corporate action; (d) This Agreement constitutes the is a legal, valid and binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms; (d) Neither , subject to the executionqualification, delivery or performance however, that the enforcement of the Agreement conflicts with, or results rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a violation proceeding in equity or breach of the terms, conditions or provisions of, or constitutes a default under, the organizational documents of Buyer or any material agreement, contract, indenture or other instrument under which Buyer or its assets are bound, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyerat law); (e) To the best knowledge of Buyer, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Seller) is required in connection with the due authorization, execution and delivery of this Agreement by Buyer is not in violation of any Applicable Law or Governmental Authorization which violations, individually or in the aggregate, would affect its performance by Buyer's of its obligations under this Agreementhereunder which Buyer has reason to believe that it will be unable to obtain in due course; (f) It is Neither the holder execution and delivery of all Governmental Authorizations required to operate and conduct its business now and as contemplated this Agreement by this Agreement, other than Governmental Authorizations which will be timely obtained in accordance Buyer nor compliance by Buyer with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of this Agreementthe corporate charter or by-laws, if any;or any corporate governance document of the Buyer, or any contractual obligation of the Buyer, or (ii) to the best knowledge of Buyer, results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of the Buyer; and (g) there is no pending controversy, legal action, arbitration proceeding, administrative proceeding or investigation instituted, or to the best of Buyer’s knowledge threatened, against or affecting, or that could affect, the legality, validity all Governmental Approvals and enforceability of this Agreement or the performance by Buyer of its obligations hereunder in any material respect, nor does Buyer know consents of any basis for any third party required to construct the Other Facilities have or will be obtained on or before the date required, and all such controversyGovernmental Approvals and third party consents will, actionas of the date obtained and through the Service Commencement Date, proceeding or investigation;be maintained in full force and effect and complied with in all material respects; and (h) It is financially solvent, able Buyer has not entered into any contracts or agreements with any other person regarding the provision of the services contemplated to pay its debts as they mature, and has sufficient capital to complete its obligations under this Agreement; and (i) It has carefully studied and reviewed this Agreement, including all Attachment, Appendices and Exhibits attached hereto, and has become familiar with all its terms and provisionsbe provided by Seller hereunder.

Buyer Representations. Buyer BUYER hereby makes represents and warrants to SELLER, as of the following representations to Seller: Effective Date, that: (ai) It is a company duly organized, validly existing, and in good standing under the laws of France and BUYER is duly authorized and qualified empowered to conduct business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would affect its performance of its obligations under this Agreement; (b) It has all requisite power and authority to conduct its business and execute and deliver perform this Agreement and perform its obligations hereunder the Evidence of Transfer; (ii) this Agreement and the Evidence of Transfer constitute a valid, legal and binding agreement of BUYER, enforceable against BUYER in accordance with its their respective terms; ; (ciii) The execution, delivery, and performance of this Agreement have been duly authorized by all requisite action and this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (d) Neither neither the execution, delivery or performance of this Agreement or Evidence of Transfer nor consummation of the Agreement conflicts transactions contemplated hereby or thereby will violate or contravene any law, rule, regulation, order, agreement, or instrument affecting the BUYER or the Claim; (iv) except for any notice requirement under Rule 3001 of the Federal Rules of Bankruptcy Procedure, and the court order allowing the Claim, no consent of, registration with, or results in a violation or breach of the terms, conditions or provisions approval of, or constitutes a default any other action by, any relevant person or entity (including any state or federal regulatory agency or commission) is or will be required for BUYER to execute, deliver, and perform its obligations under, the organizational documents of Buyer or any material agreement, contract, indenture or other instrument under which Buyer or its assets are bound, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyer; (e) Buyer is not in violation of any Applicable Law or Governmental Authorization which violations, individually or in the aggregate, would affect its performance of its obligations under this Agreement; (f) It is the holder of all Governmental Authorizations required to operate and conduct its business now and as contemplated by this Agreement, or for the assignment contemplated herein to become effective; (v) BUYER is not an insider of the Debtor within the meaning of Section 101(31) of the Bankruptcy Code, and is not a member of any creditors’ committee appointed in the Bankruptcy Case; (vi) BUYER has agreed to the Purchase Price based on its own independent investigation and credit determination and has consulted with such advisors as it believes appropriate and has not relied on any representations made by SELLER, with respect to such investigation; (vii) BUYER is aware that information which may be pertinent to BUYER’s decision to purchase the Transferred Claim Rights is available to BUYER and can be obtained from the Bankruptcy Court’s files or other than Governmental Authorizations which will be timely obtained publicly available sources; (viii) BUYER is aware that the consideration paid herein for the purchase of the Transferred Claim Rights may differ both in accordance with kind and amount from any distributions made pursuant to any plan of reorganization or liquidation confirmed by the terms of this AgreementBankruptcy Court, if any; or a court supervised liquidation, in the Bankruptcy Case; (gix) there is no pending controversy, legal actionlitigation, arbitration proceeding, administrative or adversarial proceeding is pending or investigation instituted, or to threatened against BUYER which may have a material adverse effect on the best of Buyer’s knowledge threatened, against or affecting, or that could affect, the legality, validity and enforceability of this Agreement or the performance by Buyer transactions contemplated hereby; (x) BUYER (i) is a sophisticated entity with respect to the purchase of its obligations hereunder in any material respectthe Transferred Claim Rights, nor does Buyer know of any basis for any such controversy, action, proceeding or investigation; (hii) It is financially solvent, able to pay bear the economic risk associated with the purchase of the Transferred Claim Rights, (iii) has adequate information concerning the business and financial condition of the Debtor and its debts as they matureaffiliates and the status of the Bankruptcy Case to make an informed decision regarding the purchase of the Transferred Claim Rights, (iv) has such knowledge and experience, and has sufficient capital made investments of a similar nature, so as to complete be aware of the risks and uncertainties inherent in the purchase of rights and the assumption of liabilities of the type contemplated by the Agreement and (v) has independently and without reliance on SELLER, and based on such information as BUYER has deemed appropriate, made its obligations under own analysis and decision to enter into this Agreement, except that BUYER has relied on SELLER’s express representations, warranties, covenants, agreements and indemnities in this Agreement; and and (ixi) It has carefully studied and reviewed this AgreementBUYER is an “accredited investor” as defined in Rule 501 under the Securities Act of 1933, including all Attachmentas amended (“Securities Act”). Without characterizing the Transferred Claim Rights as a “security” within the meaning of applicable securities laws, Appendices and Exhibits attached heretoBUYER is not purchasing the Transferred Claim rights with a view towards the sale or distribution thereof in violation of the Securities Act provided, and has become familiar however, that BUYER may resell the Transferred Claim Rights if such resale is in compliance with all its terms and provisionsSection 15.

Buyer Representations. Buyer hereby makes the following representations to Sellerrepresents and warrants that: (a) It is a company corporation duly organized, validly existing, existing and in good standing under the laws of France and is duly authorized and qualified to conduct business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would affect its performance state of its obligations under formation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) It has all requisite power and authority to conduct its business and execute and deliver this Agreement and perform its obligations hereunder in accordance with its terms;Buyer is the owner of Buyer's Facilities. (c) The execution, delivery, execution and performance delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all requisite action and this necessary corporate action; (d) This Agreement constitutes the is a legal, valid and binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms; (d) Neither , subject to the executionqualification, delivery or performance however, that the enforcement of the Agreement conflicts with, or results rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a violation proceeding in equity or breach of the terms, conditions or provisions of, or constitutes a default under, the organizational documents of Buyer or any material agreement, contract, indenture or other instrument under which Buyer or its assets are bound, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyerat law); (e) To the best knowledge of Buyer, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Seller) is required in connection with the due authorization, execution and delivery of this Agreement by Buyer is not in violation of any Applicable Law or Governmental Authorization which violations, individually or in the aggregate, would affect its performance by Buyer's of its obligations under this Agreementhereunder which Buyer has reason to believe that it will be unable to obtain in due course; (f) It is Neither the holder execution and delivery of all Governmental Authorizations required to operate and conduct its business now and as contemplated this Agreement by this Agreement, other than Governmental Authorizations which will be timely obtained in accordance Buyer nor compliance by Buyer with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of this Agreementthe corporate charter or by-laws, if any;or any corporate governance document of the Buyer, or any contractual obligation of the Buyer, or (ii) to the best knowledge of Buyer, results in a condition or event that constitutes (or that, upon notice or lapse of time or both would constitute) an event of default under any contractual obligation of the Buyer; and (g) there is no pending controversy, legal action, arbitration proceeding, administrative proceeding or investigation instituted, or to the best of Buyer’s knowledge threatened, against or affecting, or that could affect, the legality, validity all Governmental Approvals and enforceability of this Agreement or the performance by Buyer of its obligations hereunder in any material respect, nor does Buyer know consents of any basis for any third party required to construct the Other Facilities have or will be obtained on or before the date required, and all such controversyGovernmental Approvals and third party consents will, actionas of the date obtained and through the Service Commencement Date, proceeding or investigation;be maintained in full force and effect and complied with in all material respects; and (h) It is financially solvent, able Buyer has not entered into any contracts or agreements with any other person regarding the provision of the services contemplated to pay its debts as they mature, and has sufficient capital to complete its obligations under this Agreement; and (i) It has carefully studied and reviewed this Agreement, including all Attachment, Appendices and Exhibits attached hereto, and has become familiar with all its terms and provisionsbe provided by Seller hereunder.

Buyer Representations. Buyer hereby makes the following representations to Sellerrepresents and warrants that: (a) It is a limited liability company duly organized, validly existing, existing and in good standing under the laws of France and is duly authorized and qualified to conduct business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would affect its performance state of its obligations under formation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) It Subject to the provisions of the Funding Agents' Disbursement Administration Agreement, Buyer has all requisite power the exclusive right to develop the hotel and authority casino portion of the Project, as defined in the Funding Agents' Disbursement and Administration Agreement, and upon payment of the costs of construction thereof, Buyer will have title thereto (excluding the Energy Improvements) subject only to conduct its business such liens and execute and deliver this Agreement and perform its obligations hereunder in accordance with its terms;encumbrances permitted by Buyer's Lender. (c) The execution, delivery, execution and performance delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all requisite action and this necessary corporate action; (d) This Agreement constitutes the is a legal, valid and binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms; (d) Neither , subject to the executionqualification, delivery or performance however, that the enforcement of the Agreement conflicts with, or results rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principles of equity (regardless of whether considered in a violation proceeding in equity or breach of the terms, conditions or provisions of, or constitutes a default under, the organizational documents of Buyer or any material agreement, contract, indenture or other instrument under which Buyer or its assets are bound, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyerat law); (e) To the best knowledge of Buyer, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Seller) is required in connection with the due authorization, execution and delivery of this Agreement by Buyer is not in violation of any Applicable Law or Governmental Authorization which violations, individually or in the aggregate, would affect its performance by Buyer's of its obligations under this Agreementhereunder which Buyer has reason to believe that it will be unable to obtain in due course; (f) It is Neither the holder execution and delivery of all Governmental Authorizations required to operate and conduct its business now and as contemplated this Agreement by this Agreement, other than Governmental Authorizations which will be timely obtained in accordance Buyer nor compliance by Buyer with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of this Agreementthe corporate charter or by-laws, if any;or any corporate governance document of the Buyer, or any contractual obligation of the Buyer, or (ii) to the best knowledge of Buyer, results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contractual obligation of the Buyer; and (g) there is no pending controversy, legal action, arbitration proceeding, administrative proceeding or investigation instituted, or to the best of Buyer’s knowledge threatened, against or affecting, or that could affect, the legality, validity all Governmental Approvals and enforceability of this Agreement or the performance by Buyer of its obligations hereunder in any material respect, nor does Buyer know consents of any basis for any third party required to construct the Energy Improvements have or will be obtained on or before the date required, and all such controversyGovernmental Approvals and third party consents will, actionas of the date obtained and through the Service Commencement Date, proceeding or investigation;be maintained in full force and effect and complied with in all material respects; and (h) It is financially solvent, able Buyer has not entered into any contracts or agreements with any other person regarding the provision of the services contemplated to pay its debts as they mature, and has sufficient capital to complete its obligations under this Agreement; andbe provided by Seller hereunder. (i) It the Construction Management Agreement and Architects Agreement are the only contracts which Buyer or any of its Affiliates has carefully studied executed with respect to the design, engineering, construction, start-up and reviewed this Agreement, including all Attachment, Appendices testing of the Energy Improvements and Exhibits attached hereto, and has become familiar with all its terms and provisionsthe Other Customers Facilities.

Buyer Representations. Buyer hereby makes the following representations to Seller: (a) It is a company corporation duly organized, validly existing, and in good standing under the laws of France Germany and is duly authorized and qualified to conduct business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would affect its performance of its obligations under this Agreement; (b) It has all requisite power and authority to conduct its business and execute and deliver this Agreement and perform its obligations hereunder in accordance with its terms; (c) The execution, delivery, and performance of this Agreement have been duly authorized by all requisite corporate action and this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (d) Neither the execution, delivery or performance of the Agreement conflicts with, or results in a violation or breach of the terms, conditions or provisions of, or constitutes a default under, the organizational documents of Buyer or any material agreement, contract, indenture or other instrument under which Buyer or its assets are bound, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyer; (e) Buyer is not in violation of any Applicable Law or Governmental Authorization which violations, individually or in the aggregate, would affect its performance of its obligations under this Agreement; (f) It is the holder of all Governmental Authorizations required to operate and conduct its business now and as contemplated by this Agreement, other than Governmental Authorizations which will be timely obtained in accordance with the terms of this Agreement, if any; (g) there is no pending controversy, legal action, arbitration proceeding, administrative proceeding or investigation instituted, or to the best of Buyer’s knowledge threatened, against or affecting, or that could affect, the legality, validity and enforceability of this Agreement or the performance by Buyer of its obligations hereunder in any material respect, nor does Buyer know of any basis for any such controversy, action, proceeding or investigation; (h) It is financially solvent, able to pay its debts as they mature, and has upon project financing, will possess sufficient capital to complete its obligations under this Agreement; and (i) It has carefully studied and reviewed this Agreement, including all Attachment, Appendices and Exhibits attached hereto, and has become familiar with all its terms and provisions.

Buyer Representations. Buyer hereby makes the following representations to Seller: (a) It The Buyer represents and warrants to each Seller that: (i) it is a company duly organizedan institutional "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; (ii) it has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (iii) it has had an opportunity to discuss the Company's business, validly existingmanagement and financial affairs with the Company's management; (iv) all documents, records, and information pertaining to its investment in good standing under the laws Common Stock and the Company that have been requested by it, have been made available or delivered to it prior to the date hereof; (v) its financial condition is such that it is able to bear the risk of France holding the Shares for an indefinite period of time and is duly authorized and qualified to conduct business in all jurisdictions in which can bear the nature loss of the business conducted entire investment in such securities; and (vi) it is not purchasing the Shares as the result of any form of general solicitation or general advertising and confirms that its initial interest in purchasing the Shares resulted from a meeting scheduled at the request of the Company and not as a result of the Buyer's review of public filings by it makes such qualification necessary and where failure to so qualify would affect its performance of its obligations under this Agreement;the Company. (b) It has all requisite power This Agreement is made in reliance upon the Buyer's express representations that (i) the Shares being purchased by Buyer are being acquired for Buyer's own account (and authority to conduct its business not on behalf of any other person or entity) for the purpose of investment and execute not with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling the Shares or any portion thereof, (ii) the Buyer was not organized for the specific purpose of acquiring the Shares and deliver this Agreement and perform its obligations hereunder in accordance with its terms;(iii) the Shares will not be sold by the Buyer without registration under the Securities Act or applicable state securities laws, or an exemption therefrom. (c) The executionBuyer understands that the Shares being purchased by Buyer hereunder have not been registered under the Securities Act, deliveryor any state securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements. Buyer represents and warrants that it is not aware of any facts or legal basis for the position that the sale of Shares is not exempt from such registration requirements. If and to the extent that Buyer has any right to rescind the purchase of the Shares contemplated hereunder as a result of such purchase not being exempt from the registration requirements of the Securities Act, Buyer waives any such rescission rights and performance of this Agreement agrees not to enforce any such rescission rights. The Buyer further understands that until such time as the Shares shall have been duly authorized by all requisite action registered under the Securities Act and this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer applicable state securities laws or shall have been transferred in accordance with its terms; (d) Neither an opinion of counsel reasonably satisfactory to the execution, delivery or performance of the Agreement conflicts with, or results in a violation or breach of the terms, conditions or provisions of, or constitutes a default under, the organizational documents of Buyer or any material agreement, contract, indenture or other instrument under which Buyer or its assets are bound, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyer; (e) Buyer Company that such registration is not in violation of any Applicable Law or Governmental Authorization which violationsrequired, individually or in stop transfer instructions shall be issued to the aggregate, would affect its performance of its obligations under this Agreement; (f) It is the holder of all Governmental Authorizations required to operate and conduct its business now and as contemplated by this Agreement, other than Governmental Authorizations which will be timely obtained in accordance with the terms of this AgreementCompany's transfer agent, if any; , or, if the Company transfers its own securities, a notation shall be made in the appropriate records of the Company with respect to such securities, and the certificate or certificates representing such securities shall bear a restrictive legend stating that such securities have not been registered under the Securities Act and applicable state securities laws and referring to restrictions on the transferability and sale thereof. The Buyer further understands that Buyer's representations and warranties hereunder will not preclude disposition of the Shares without registration thereof, in compliance with Rule 144 promulgated under the Securities Act (g) "Rule 144"). The Buyer understands and acknowledges, however, that there is no pending controversynot now available, legal action, arbitration proceeding, administrative proceeding or investigation institutedand may not be available when Buyer wishes to sell the Shares, or any portion thereof, the adequate current public information with respect to the best Company which would permit offers or sales of Buyer’s knowledge threatenedsuch securities pursuant to Rule 144, against and, therefore, compliance with the Securities Act or affecting, or that could affect, some other exemption from the legality, validity registration and enforceability prospectus delivery requirements of this Agreement or the performance by Buyer of its obligations hereunder in any material respect, nor does Buyer know of any basis Securities Act may be required for any such controversy, action, proceeding offer or investigation; (h) It is financially solvent, able to pay its debts as they mature, and has sufficient capital to complete its obligations under this Agreement; and (i) It has carefully studied and reviewed this Agreement, including all Attachment, Appendices and Exhibits attached hereto, and has become familiar with all its terms and provisionssale.

Buyer Representations. Buyer hereby makes the following representations represents and warrants to Seller, as of the Closing Date, that: (a) It Buyer is a company Wisconsin duly organized, validly existing, existing and in good standing under the laws of France the State of its formation, and is duly authorized and qualified to conduct do business in all jurisdictions in which the nature State of the business conducted by it makes such qualification necessary and where failure to so qualify would affect its performance of its obligations under this AgreementConnecticut; (b) It Buyer has all requisite power duly authorized the execution and authority to conduct its business performance of this Agreement, and execute such execution and deliver this Agreement and perform its obligations hereunder in accordance with its termsperformance will not violate any material term of Buyer’s certificate of incorporation or by-laws, or any other material agreement by which Buyer may be bound; (c) The execution, delivery, and performance of this Agreement have been duly authorized by all requisite action and this Agreement constitutes the legal, valid and binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms; (d) Neither Buyer is acting as principal in this transaction with authority to perform the execution, delivery or performance of the Agreement conflicts with, or results in a violation or breach of the terms, conditions or provisions of, or constitutes a default under, the organizational documents obligations of Buyer or any material agreementhereunder, contractincluding, indenture or other instrument under which Buyer or its assets are boundwithout limitation, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyerconsummate the Closing hereunder; (e) Buyer no petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or State bankruptcy laws is not in violation of any Applicable Law pending against or Governmental Authorization which violations, individually or in the aggregate, would affect its performance of its obligations under this Agreementcontemplated by Buyer; (f) It is Buyer will have, subject to the holder of all Governmental Authorizations required to operate and conduct its business now and as contemplated by this Agreement, other than Governmental Authorizations which will be timely obtained in accordance with the terms provisions of this Agreement, if anyinspected the Property fully and completely at its expense and will have ascertained to its satisfaction the extent to which the Property complies or may not comply with applicable zoning, building, environmental, health and safety and all other laws, codes and regulations; (g) there is no pending controversyBuyer will have, legal action, arbitration proceeding, administrative proceeding or investigation instituted, or subject to the best of Buyer’s knowledge threatened, against or affecting, or that could affect, the legality, validity and enforceability provisions of this Agreement or Agreement, reviewed the performance by Buyer of title to the Property and the expenses and other matters relating to the Property and, based upon its obligations hereunder in any material respectown investigations, nor does Buyer know of any basis for any such controversyinspections, actiontests and studies, proceeding or investigationwill have determined whether to purchase the Property; (h) It neither Buyer nor any affiliate of or principal of Buyer is financially solventother than a citizen of, able or partnership, corporation or other form of legal person domesticated in the United States of America; (i) Buyer certifies that: (i) neither it nor its officers, directors, members, partners or controlling owners is acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order, the United States Department of Justice, or the United States Treasury Department as a terrorist “Specifically Designated National or Blocked Person”, or other banned or blocked person, entity, nation, or transaction pursuant to pay any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control (“SDN”); (ii) neither it nor its debts as they matureofficers, directors, members, partners or controlling owners is engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity, or nation; (iii) neither it nor its officers, directors, members, partners or controlling owners is in violation of Presidential Executive Order 13224, the USA Patriot Act, the Bank Secrecy Act, the Money Laundering Control Act or any regulations promulgated pursuant thereto. Buyer hereby agrees to defend, indemnify, and has sufficient capital hold harmless Seller from and against any and all claims, damages, losses, risks, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or related to complete its obligations any breach of the foregoing certification. Should Buyer or Seller be designated an SND, such party shall be in default under this Agreement; and (ij) It has carefully studied and reviewed this AgreementOther than the Transfer Act Work, including all AttachmentBuyer does not have any actual or constructive knowledge of any Additional Seller Obligations, Appendices and Exhibits attached heretoany potential obligation or liability of Seller under any Environmental Law, and has become familiar with all its terms and provisionsor the basis for which any Additional Seller Obligations or any such obligation or liability may arise or be asserted.

Buyer Representations. Buyer hereby makes the following representations represents and warrants to SellerSeller as follows: (a) It Buyer is a company duly organized, incorporated and validly existing, and in good standing existing under the laws of France its jurisdiction of incorporation or organization and is duly authorized has the power and qualified authority to conduct the business in all jurisdictions in which it conducts and/or proposes to conduct; and the nature constituent documents and other organizational it provided to Seller are true, accurate and updated copies of the business conducted by it makes such qualification necessary and where failure to so qualify would affect its performance of its obligations under this Agreementcorporate records; (b) It has all requisite power and authority to conduct its business and execute and deliver this Agreement and perform its obligations hereunder in accordance with its terms; (c) The the execution, delivery, delivery and performance of this Agreement the Sale Documents to which Xxxxx is a party have been duly authorized by all requisite necessary corporate action and are within the corporate powers and/or capacity of Buyer and have been duly authorized by all necessary governmental consents, certificates and approvals (where applicable); (c) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents and approvals) in order (i) to enable Buyer to lawfully to enter into, exercise its rights and perform and comply with its obligations under the Sale Documents to which it is a party and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done; (d) this Agreement constitutes Agreement, the Sale Documents to which it is a party and the obligations contemplated hereunder and thereunder constitute the legal, valid and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its termsthe terms hereunder and thereunder; (de) Neither the executionBuyer’s entry into, delivery or exercise of its rights and/or performance of or compliance with its obligations under the Agreement conflicts withSale Documents to which it is a party do not and will not violate (i) any laws to which Buyer is subject, (ii) any provision of constituent documents or results in a violation or breach of the terms, conditions or provisions of, or constitutes a default under, the organizational documents of Buyer or (iii) any material agreement, contract, indenture or other instrument under separate agreement to which Buyer is a party or its assets are bound, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyer; (e) Buyer which is not in violation of any Applicable Law or Governmental Authorization which violations, individually or in the aggregate, would affect its performance of its obligations under this Agreementbinding on it; (f) It is the holder no liquidator, examiner, receiver or similar officer has been appointed in respect of all Governmental Authorizations required or any part of the assets of Buyer nor has any application been made to operate and conduct its business now and as contemplated by this Agreementa court which is still pending for an order for, other than Governmental Authorizations or any act, matter or thing been done which will be timely obtained in accordance with the terms giving of this Agreementnotice, if any;lapse of time or satisfaction of some other condition (or any combination thereof) will lead to, the appointment of any such officer or equivalent in any jurisdiction; and (g) there is no pending controversy, legal actionlitigation, arbitration proceedingor claim before any court, arbitrator, governmental or administrative proceeding agency or investigation institutedauthority which would have a material adverse effect on the ability of Buyer to observe or perform its obligations under this Agreement or any other Sale Document to which it is a party is in progress, or to the best knowledge of Buyer’s knowledge threatened, threatened against or affecting, or that could affect, the legality, validity and enforceability of this Agreement or the performance by Buyer of its obligations hereunder in any material respect, nor does Buyer know of any basis for any such controversy, action, proceeding or investigation; (h) It is financially solvent, able to pay its debts as they mature, and has sufficient capital to complete its obligations under this Agreement; and (i) It has carefully studied and reviewed this Agreement, including all Attachment, Appendices and Exhibits attached hereto, and has become familiar with all its terms and provisionsBuyer.

Buyer Representations. The Buyer hereby makes represents and warrants to the following representations to SellerCompany and the Consortium Shareholder as follows: (a) It (i) Buyer has been duly organized and is validly existing as a limited company duly organized, validly existing, and in good standing under the laws of France Hong Kong and is has the corporate power and authority to consummate the transactions contemplated hereby; (ii) the execution and delivery of, and the performance by the Buyer of its obligations under, this Agreement has been duly and validly authorized and qualified to conduct business in by all jurisdictions in which necessary corporate, limited liability company or similar applicable action on the nature part of the business conducted Buyer; and (iii) this Agreement has been duly executed and delivered by it makes such qualification necessary the Buyer and where failure constitutes the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, subject to so qualify would affect its bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity. (b) The execution and delivery by the Buyer of, and the performance by the Buyer of its obligations under this Agreement; (b) It has all requisite power , the sale and authority to conduct its business delivery of the Primary Shares, the consummation of the transactions contemplated herein and execute and deliver this Agreement and perform compliance by the Buyer with its obligations hereunder does not and will not contravene any provision of applicable law, or the certificate of incorporation or by laws or other organizational documents of the Buyer, or any agreement or other instrument binding upon the Buyer or the Primary Shares or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Buyer, except, in accordance with its terms;each case, as would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. (c) The executionNo consent, deliveryapproval, and performance of this Agreement have been duly authorized by all requisite action and this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (d) Neither the execution, delivery authorization or performance of the Agreement conflicts with, or results in a violation or breach of the terms, conditions or provisions order of, or constitutes a default underqualification with, any governmental body or agency is required for the organizational documents of performance by the Buyer or any material agreement, contract, indenture or other instrument under which Buyer or its assets are bound, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyer; (e) Buyer is not in violation of any Applicable Law or Governmental Authorization which violations, individually or in the aggregate, would affect its performance of its obligations under this Agreement;, except, in each case, such as may have already been obtained or made, and except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected to have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby. (d) (i) It is an institutional “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (ii) it has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (iii) it has had a reasonable opportunity to discuss the Company’s business, management and financial affairs with the Company’s management; (iv) it is not purchasing the Primary Shares as the result of any form of general solicitation or general advertising or as a result of Buyer’s review of public filings by the Company; (v) it has conducted its own investigation of the Company and the Primary Shares, has exercised independent judgment in evaluating its purchase of the Primary Shares and has made its own assessment and has satisfied itself concerning any relevant tax and other economic considerations relevant to its purchase of the Primary Shares; and (vi) Buyer is an institutional account as defined in FINRA Rule 4512(c). (e) This Agreement is made in reliance upon Buyer’s express representations, which it hereby represents and warrants to the Company, that (i) the Primary Shares being purchased by Buyer are being acquired for Buyer’s own account (and not on behalf of any other person or entity) for the purpose of investment and not with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling the Primary Shares or any portion thereof, (ii) Buyer was not organized for the specific purpose of acquiring the Primary Shares and (iii) the Primary Shares will not be sold by Buyer without registration under the Securities Act or applicable state securities laws, or an exemption therefrom. (f) It is Buyer understands that the holder Primary Shares being purchased by Buyer hereunder have not been registered under the Securities Act, or any state securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements. Buyer represents and warrants to the Company that, to Buyer’s knowledge, Buyer has not taken any action which could reasonably be expected to cause the sale of all Governmental Authorizations required the Primary Shares to operate be sold by the Company to Buyer to fail to qualify as exempt from the registration requirements of the Securities Act. Buyer further understands that until such time as the Primary Shares shall have been registered under the Securities Act and conduct its business now and as contemplated by this Agreement, other than Governmental Authorizations which will be timely obtained applicable state securities laws or shall have been transferred in accordance with an opinion of counsel reasonably satisfactory to the terms Company that such registration is not required, stop transfer instructions shall be issued to the Company’s transfer agent and any certificate or certificates representing such securities shall bear a restrictive legend stating that such securities have not been registered under the Securities Act and applicable state securities laws and referring to restrictions on the transferability and sale thereof. Buyer further understands that Buyer’s representations and warranties hereunder will not preclude disposition of this Agreementthe Primary Shares without registration thereof, if any;in compliance with Rule 144. Buyer understands and acknowledges, however, that there may not be available when Buyer wishes to sell the Primary Shares, or any portion thereof, the adequate current public information with respect to the Company which would permit offers or sales of such securities pursuant to Rule 144, and, therefore, compliance with the Securities Act or some other exemption from the registration and prospectus delivery requirements of the Securities Act may be required for any such offer or sale. (g) there Buyer is no pending controversynot a party to any contract, legal actionagreement or understanding with any person that would give rise to a valid claim for a brokerage commission, arbitration proceedingfinder’s fee or like payment in connection with the purchase of the Primary Shares, administrative proceeding or investigation instituted, or to whose fees would be payable by the best of Buyer’s knowledge threatened, against or affecting, or that could affect, the legality, validity and enforceability of this Agreement Consortium Shareholder or the performance by Buyer of its obligations hereunder in any material respect, nor does Buyer know of any basis for any such controversy, action, proceeding or investigation;Company. (h) It is financially solventBuyer acknowledges that none of the Company, able the Consortium Shareholder or any other person has made any representations, warranties, agreements or undertakings with respect to pay its debts as they mature, and has sufficient capital to complete its obligations under the transactions contemplated by this Agreement other than those expressly set forth in this Agreement; and. Buyer acknowledges that none of the Company, the Consortium Shareholder or any other person has made any representation to Buyer about the advisability of the decision to purchase the Primary Shares or the potential future value of the Primary Shares. Buyer further represents and warrants to the Company and the Consortium Shareholder that, in executing and delivering this Agreement, it has not relied on any statement or representation made by any legal counsel or investment advisor to, or other agent of, any of the Company, the Consortium Shareholder or any other person. (i) It Buyer acknowledges that, in connection with the issue and purchase of the Primary Shares, Xxxxxx Xxxxxxx & Co. LLC and its affiliates (“Xxxxxx Xxxxxxx”) has carefully studied not acted as financial advisor or fiduciary to Buyer. Buyer has conducted its own investigation of the Company and reviewed this Agreement, including all Attachment, Appendices and Exhibits attached hereto, the Primary Shares and has become familiar with all its terms and provisionsnot relied on any statements or other information provided by Xxxxxx Xxxxxxx concerning the Company or the Primary Shares.

Buyer Representations. Buyer hereby makes the following representations represents and warrants to SellerSeller that: (a) It The funds comprising the Purchase Price to be delivered to Seller in accordance with this Contract are not derived from any illegal activity. (b) Buyer has taken all necessary action to authorize the execution, delivery and performance of this Contract and has all the requisite power and authority to execute, deliver and perform this Contract and the transaction contemplated hereby. The person signing this Contract on behalf of Buyer is authorized to do so. Assuming this Contract has been duly authorized, executed and delivered by each of the other parties to this Contract, this Contract and all obligations of Buyer hereunder are the legal, valid and binding obligations of Buyer, enforceable in accordance with the terms of this Contract, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery of this Contract and the performance of its obligations hereunder by Buyer will not conflict with any provision of any law or regulation to which Buyer is subject or any material agreement or instrument to which Buyer is a company duly organized, validly existingparty or by which it is bound or any order or decree applicable to Buyer, and will not result in the creation or imposition of any lien on any of Buyer’s assets or property which would materially and adversely affect the ability of Buyer to carry out the terms of this Contract. Buyer has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery or performance by Buyer of this Contract. (d) Buyer is a Maryland real estate investment trust that has been duly organized and is in good standing under the laws of France and is duly authorized and qualified to conduct business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would affect its performance state of its obligations under this Agreement; (b) It has all requisite power and authority to conduct its business and execute and deliver this Agreement and perform its obligations hereunder in accordance with its terms; (c) The execution, delivery, and performance of this Agreement have been duly authorized by all requisite action and this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (d) Neither the execution, delivery or performance of the Agreement conflicts with, or results in a violation or breach of the terms, conditions or provisions of, or constitutes a default under, the organizational documents of Buyer or any material agreement, contract, indenture or other instrument under which Buyer or its assets are bound, nor violates or conflicts with any Applicable Law or any judgment, decree, order, writ, injunction or award applicable to Buyer;formation. (e) There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Buyer is not in violation of any Applicable Law or Governmental Authorization which violationswhich, if adversely determined, could individually or in the aggregate, would affect its performance aggregate materially interfere with the consummation of its obligations under the transaction contemplated by this Agreement;Contract. (f) It Buyer is not a, and is not acting directly or indirectly for or on behalf of any, person, group, entity or nation named by Executive Order of the holder United States Treasury Department as a terrorist, “Specifically Designated National and Blocked Person,” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of all Governmental Authorizations required to operate Foreign Assets Control and conduct its business now and as contemplated by Buyer is not engaged in this Agreementtransaction, other than Governmental Authorizations which will be timely obtained in accordance with the terms directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of this Agreementany such person, if any;group, entity or nation. (g) there is no pending controversy, legal action, arbitration proceeding, administrative proceeding or investigation instituted, or to The representations and warranties of Buyer set forth in this paragraph 10 (“Buyer Representations”) are made as of the best of Buyer’s knowledge threatened, against or affecting, or that could affect, the legality, validity and enforceability date of this Agreement or Contract and are restated as of the performance by Buyer of its obligations hereunder in any material respect, nor does Buyer know of any basis Closing and shall survive the Closing for any such controversy, action, proceeding or investigation; nine (h9) It is financially solvent, able to pay its debts as they mature, and has sufficient capital to complete its obligations under this Agreement; and (i) It has carefully studied and reviewed this Agreement, including all Attachment, Appendices and Exhibits attached hereto, and has become familiar with all its terms and provisionsmonths.