Common use of THE PURCHASER'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

THE PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser hereby represents and warrants to the Seller as of the Closing Date (or if otherwise specified below, as of the date so specified) that: (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed; (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and (f) except as previously disclosed to the Purchaser in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser or would reasonably be expected to materially and adversely affect the Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement.

THE PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser hereby represents and warrants to the Seller as of the Closing Date (or if otherwise specified below, as of the date so specified) that: (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which that would not reasonably be expected to have a material adverse effect on the Purchaser's ’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed; (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and (f) except as previously disclosed to the Purchaser in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the best of the Purchaser's ’s knowledge, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which that, in the judgment of the Purchaser Purchaser, if determined adversely to the Purchaser or Purchaser, would reasonably be expected to materially and adversely affect the Purchaser's ’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement.

THE PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser hereby represents and warrants to the Seller as of the Closing Date (or if otherwise specified below, as of the date so specified) that: (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser's ’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed; (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and (f) except as previously disclosed to the Purchaser in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the best of the Purchaser's ’s knowledge, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser or would reasonably be expected to materially and adversely affect the Purchaser's ’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement.

THE PURCHASER'S REPRESENTATIONS AND WARRANTIES. (a) The Purchaser hereby represents and warrants that he is acquiring the Purchase Stock for investment for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of Stock (any such act sometimes referred to the Seller herein as of the Closing Date (a "Transfer," whether voluntary or if otherwise specified below, as of the date so specifiedinvoluntary) that: (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance unless such Transfer complies with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser's ability to enter into this Agreement terms and to consummate the transactions contemplated hereby; (d) the execution, delivery and performance by the Purchaser conditions of this Agreement and the consummation of Stockholder's Agreement by and among the transactions contemplated hereby do not require the consent or approval ofPurchaser, the giving Company and Viewer Holdings LLC, dated as of notice toJanuary 2, 2003 (the "Stockholder's Agreement") and (i) the Transfer is pursuant to an effective registration withstatement under the Securities Act of 1933, as amended, or the taking rules and regulations in effect thereunder (the "Securities Act") or (ii) (A) counsel for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Securities Act and (B) if the Purchaser is a citizen or resident of any country other action than the United States, or the Purchaser desires to effect any Transfer in respect ofany such country, any state, federal counsel for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an opinion or other governmental authority advice satisfactory in form and substance to the Company to the effect that such Transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following Transfers are deemed to be in compliance with this Agreement and no opinion of counsel is required in connection therewith: (x) a Transfer made pursuant to Section 5, 6, 8 or agency9 of the Stockholder's Agreement, (y) a Transfer upon the death of the Purchaser to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a Transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of the Stockholder's Agreement and (z) a Transfer made after the Purchase Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, his spouse or his lineal descendants (which term shall include adoptive as well as biological descendants) (the "Purchaser's Trust") or a Transfer made after the third anniversary of the Purchase Date to such a trust by a person who has become a holder of Stock in accordance with the terms of the Stockholder's Agreement, provided that such Transfer is made expressly subject to the Stockholder's Agreement and that the transferee agrees in writing to be bound by the terms and conditions thereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE STOCKHOLDER'S AGREEMENT DATED AS OF JANUARY 2, 2003 BY AND AMONG ALLIANCE IMAGING, INC. (THE "COMPANY"), THE PURCHASER NAMED ON THE FACE HEREOF AND VIEWER HOLDINGS, L.L.C. (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF (I) THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS, AND (II) IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY." (c) The Purchaser acknowledges that he has been advised that (i) the Stock has not been registered under the Securities Act, (ii) the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Securities Act or an exemption from registration is available, (iii) it is not anticipated that there will be any public market for the Stock, (iv) an exemption from registration under Rule 144 promulgated under the Securities Act is not currently available with respect to the sales of any securities of the Company, and the Company has made no covenant to make such an exemption available (except those consentsas provided in Section 11(b) hereof), approvals(v) when and if shares of Stock may be disposed of without registration in reliance on Rule 144, noticessuch disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, registrations (vi) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Securities Act, (vii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock, and (viii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a stock transfer agent, appropriate stop transfer restrictions will be issued to such transfer agent with respect to the Stock. (d) If any shares of Stock are to be disposed of in accordance with Rule 144 under the Securities Act or other actions otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as have already been obtainedthe Company may reasonably request in connection with such sale, given or made and, in connection the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed;Securities and Exchange Commission. (e) this Agreement has been duly executed and delivered The Purchaser agrees that, if any shares of the Common Stock (or securities convertible into or exchangeable for Common Stock) of the Company are offered to the public pursuant to an effective registration statement under the Securities Act, the Purchaser will not effect any public sale or distribution of any shares of Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Purchaser and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); andCompany. (f) except as previously disclosed to the The Purchaser in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body represents and warrants that (i) with respect to any of he has received and reviewed the transactions contemplated by this Agreement or public Securities and Exchange Commission filings, including all amendments and supplements thereto (ii) with respect he has been given the opportunity to obtain any other matter additional information or documents and to ask questions and receive answers about such documents, the Company and its Subsidiaries and the business and prospects of the Company and its Subsidiaries which he deems necessary to evaluate the merits and risks related to his investment in the judgment Stock and he has relied solely on such information. (g) The Purchaser further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his investment in the Stock, (iii) all information which he has provided to the Company concerning himself and his financial position is correct and complete as of the Purchaser if determined adversely date of this Agreement, (iv) he understands and has taken cognizance of all risk factors related to the Purchaser or would reasonably be expected purchase of the Stock, including those set forth in the public documents referred to materially above, and adversely affect (v) his knowledge and experience in financial and business matters are such that he is capable of evaluating the Purchaser's ability to perform its obligations under this Agreement; merits and risks of his purchase of the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so Stock as to materially and adversely affect the transactions contemplated by this Agreement.

THE PURCHASER'S REPRESENTATIONS AND WARRANTIES. (a) The Purchaser hereby represents and warrants that he is acquiring the Purchase Stock for investment for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of Stock (any such act sometimes referred to herein as a "Transfer," whether voluntary or involuntary) unless such Transfer complies with the terms and conditions of this Agreement and (i) the Transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Securities Act") or (ii) (A) counsel for the Purchaser (which counsel shall be acceptable to the Seller as Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the Closing Date availability of an exemption from registration under the Securities Act and (or B) if otherwise specified below, as of the date so specified) that: (a) the Purchaser is a corporation duly organizedcitizen or resident of any country other than the United States, validly existing or the Purchaser desires to effect any Transfer in any such country, counsel for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an opinion or other advice satisfactory in form and in good standing under substance to the Company to the effect that such Transfer will comply with the securities laws of such jurisdiction. Notwithstanding the State foregoing, the Company acknowledges and agrees that any of Delaware;the following Transfers are deemed to be in compliance with this Agreement and no opinion of counsel is required in connection therewith: (w) a pledge of Purchase Stock to the Company to secure a loan or guaranty made by the Company in connection with the Purchaser's acquisition of Purchase Stock, (x) a Transfer made pursuant to Section 5, 6, 8 or 9 hereof, (y) a Transfer upon the death of the Purchaser to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a Transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a Transfer made after the Purchase Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, his spouse or his lineal descendants (which term shall include adoptive as well as biological descendants) (the "Purchaser's Trust") or a Transfer made after the third anniversary of the Purchase Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such Transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Purchaser has full corporate power to own its propertyStock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE STOCKHOLDER'S AGREEMENT DATED AS OF __________, 199__ BY AND AMONG ACCURIDE CORPORATION (THE "COMPANY"), THE PURCHASER NAMED ON THE FACE HEREOF AND HUBCAP ACQUISITION L.L.C. (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF (I) THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS, AND (II) IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY." (c) The Purchaser acknowledges that he has been advised that (i) a restrictive legend in the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action form heretofore set forth shall be placed on the part certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Purchaser; and neither Company indicating that the execution and delivery Stock is subject to restrictions on transfer and, if the Company should at some time in the future engage the services of this Agreementa stock transfer agent, nor appropriate stop transfer restrictions will be issued to such transfer agent with respect to the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby;Stock. (d) The Purchaser agrees that, if any shares of the executionCommon Stock (or securities convertible into or exchangeable for Common Stock) of the Company are offered to the public pursuant to an effective registration statement under the Securities Act, delivery and performance the Purchaser will not effect any public sale or distribution of any shares of Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed; (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and (f) except as previously disclosed to the Purchaser in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser or would reasonably be expected to materially and adversely affect the Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this AgreementCompany.

THE PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser hereby represents and warrants to the Seller as of the Closing Date (or if otherwise specified below, as of the date so specified) that: (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which that would not reasonably be expected to have a material adverse effect on the Purchaser's ’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages Assignments not yet completed; (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and (f) except as previously disclosed to the Purchaser in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the best of the Purchaser's ’s knowledge, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which that, in the judgment of the Purchaser Purchaser, if determined adversely to the Purchaser or Purchaser, would reasonably be expected to materially and adversely affect the Purchaser's ’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement.

THE PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser hereby represents and warrants to the Seller as of the Closing Date (or if otherwise specified below, as of the date so specified) that: (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which that would not reasonably be expected to have a material adverse effect on the Purchaser's ’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed; (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and (f) except as previously disclosed to the Purchaser in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the best of the Purchaser's ’s knowledge, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser or would reasonably be expected to materially and adversely affect the Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement.or

THE PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser hereby represents and warrants to and with the Seller Vendor as of the date hereof and as of the Closing Date (or if otherwise specified below, as of the date so specified) that: (a) the Purchaser is is, and at the Closing Date shall continue to be a corporation body corporate duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and is, and at Closing shall be duly registered and authorized to carry on business in all jurisdictions in which the State of DelawareLands are located; (b) all necessary corporate action has been taken by the Purchaser has full corporate power to own its propertyauthorize the execution, to carry on its business delivery and performance of this Agreement and as presently conducted at Closing, all documents executed and to enter into delivered pursuant hereto, including for greater certainty, the issuance of the Shares issuable as partial payment of the Adjusted Purchase Price, and perform its obligations under this AgreementAgreement when delivered, will have been duly executed and delivered by the Purchaser; (c) the execution The Purchaser is conducting and delivery by the Purchaser has conducted its business in compliance in all material respects with all Applicable Laws, including without limitation all environmental laws, regulations and rules, of this Agreement have been duly authorized by each jurisdiction in which its business is carried on and holds and maintains in good standing all necessary corporate action on the part of the Purchaser; licences, leases, permits, authorizations and neither the execution and delivery of this Agreementother approvals necessary to permit it to conduct its business or to own, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with lease or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or operate its properties and assets (including without limitation any rights or registrations relating to any intellectual property rights) except where the certificate of incorporation failure to obtain any licence, lease, permit, authorization or by-laws of the Purchaser, except those conflicts, breaches or defaults which other approval would not reasonably be expected to have a material adverse effect on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (d) the execution, delivery and performance by authorized capital of the Purchaser consists of an unlimited number of common shares, an unlimited number of first preferred shares issuable in series and an unlimited number of second preferred shares issuable in series, and as at June 25, 2007, the issued and outstanding capital of the Corporation consisted of 26,256,400 common shares, and no preferred shares; (e) the execution and delivery of this Agreement and the consummation fulfilment of and compliance with the terms and provisions hereof, do not and will not: (i) conflict with, result in a breach of, constitute a material default under, or prohibit the performance required by, any material agreement, instrument, licence, permit or authority to which it is a party or by which it is bound or to which any property of the transactions contemplated hereby do not require the consent Purchaser is subject; or (ii) subject to receipt of TSXV Approval and any and all regulatory or approval of, the giving of notice to, the registration with, or the taking of any other action governmental approvals required by Applicable Laws in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with to the recordation issuance of the MortgagesShares by the Purchaser to the Vendor, powers violate any provisions of attorney law or assignments administrative regulation or any judicial or administrative order, award, judgment or decree applicable to it of Mortgages not yet completedwhich it is aware; or (iii) violate or conflict with any provision of the constating documents of the Purchaser; (ef) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery all Conveyance Documents to be executed and delivered by it to the Vendor on the Closing Date or thereafter shall be duly executed and delivered by the Purchaser; (g) this Agreement and all documents executed and delivered pursuant to this Agreement are and will be legal, constitutes a valid and binding obligation obligations of the Purchaser enforceable against it the Purchaser in accordance with its terms (their terms, subject to applicable bankruptcy bankruptcy, winding-up, insolvency, moratorium, arrangement, reorganization or similar laws effecting creditors' rights generally and insolvency laws and to general principles of equity; (h) the Purchaser has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder's fees, agent's commission or other similar laws affecting forms of compensation with respect to this transaction for which to the enforcement of the rights of creditors generally); andVendor shall have any obligation or liability whatsoever; (fi) except as described in Subclause 12(e)(ii), no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body exercising jurisdiction over the Assets is required for the due execution, delivery and performance by the Purchaser of this Agreement, including the issuance of the Shares to the Vendor as contemplated herein, other than authorizations, approvals or exemptions from requirements therefore, previously disclosed obtained and currently in force; (j) completion of the purchase of the Assets in accordance with the term of this Agreement will not be in conflict with, constitute a default under, or be in violation or breach of any agreement or instrument to which the Purchaser is a party or by which it is bound or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser; (k) the Purchaser has taken into account the Purchaser's assumption of responsibility for the Environmental Liabilities, and the release of the Vendor from responsibility therefore when the Purchaser evaluated the Assets and determined the Purchase Price; (l) the Purchaser is acquiring the Assets as principal; (m) the Purchaser is eligible under Applicable Laws to accept the transfer of the applicable licence or approval for any Well or Tangibles for which it is intended to replace the Vendor as operator following Closing; (n) subject to the issuance of 9,523,810 common shares pursuant to a private placement of subscription receipts of the Purchaser described in the press release of the Purchaser dated June 14, 2007, the authorized and issued capital of the Purchaser is 26,256,400 common shares as at the date hereof; (o) the Shares to be issued pursuant to Subclause 5(c), upon issuance as partial payment of the Purchase Price in the manner contemplated herein, shall be validly issued as fully paid and non-assessable shares in the capital of the Purchaser in full compliance with all Applicable Laws and will be free and clear of all encumbrances, other than encumbrances created by this Agreement; (p) the Prospectus SupplementPurchaser is not in violation of its constating documents or by-laws and is not in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it may be bound or to which any of its property or assets is subject; (q) except pursuant to the Purchaser's share option plan and pursuant to 6,300,000 performance warrants as described in the Corporation's continuous disclosure filings under Securities Laws, and except for the issuance of approximately 9,523,810 common shares pursuant to the private placement of subscription receipts of the Purchaser described in the press release of the Purchaser dated June 14, 2007, no person has any agreement, option, right or privilege with or against the Purchaser for the purchase, subscription or issuance of common shares, issued or unissued, in the capital of the Purchaser; (r) to its knowledge, the Purchaser is not in default in any material respect of any requirement of the Securities Act (Alberta) and the regulations thereunder, and has a similar status under the Securities Laws of each of the other Provinces in which it is a reporting issuer or the equivalent; (s) to its knowledge, the Purchaser is in material compliance with its continuous disclosure obligations under applicable Securities Laws and without limiting the generality of the foregoing, there has not occurred any material adverse change, financial or otherwise, in the assets, liabilities (contingent or otherwise), activities, financial condition, capital or prospects of the Purchaser, since December 31, 2006, which has not been publicly disclosed in a filing made in accordance with applicable Securities Laws; (t) the audited financial statements of the Purchaser as at and for the years ended December 31, 2006 and 2005, together with the notes thereto and the auditors’ report thereon and the unaudited financial statements of the Purchaser as at and for the three months ended March 31, 2007, together with the notes thereto are correct to the knowledge of the Purchaser and have been prepared in accordance with Canadian generally accepted accounting principles consistently applied; (u) there are no actions, suits or proceedings proceedings, whether on behalf of or against the Purchaser pending or, to the best knowledge of the Purchaser's knowledge, threatened against or affecting the PurchaserPurchaser at law or in equity, before or by any courtcourt or federal, administrative agencyprovincial, arbitrator municipal or governmental body or regulatory department, commission, board, bureau, agency or instrumentality, domestic or foreign, which materially adversely affect the business and affairs of the Purchaser; (v) no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Purchaser or the issue of the Shares hereunder, has been issued and no proceedings, investigations or inquiry for such purpose are pending or, to the knowledge of the Purchaser, contemplated or threatened; and (w) the Purchaser has no subsidiaries. The Purchaser makes no representation or warranty, express or implied, by fact or by law, and the Purchaser expressly negates and disclaims, and shall not be liable for, any representation or warranty which may have been made or alleged to be made in any other document or instrument in connection herewith or in any statement or information which may have been provided by the Purchaser, or any director, officer, employee, agent, consultant or representative of the Purchaser, made or communicated to the Vendor or its representatives in any manner with respect to: (i) with the business of the Purchaser or the viability thereof; (ii) the operations conducted in respect to the Assets during the time that the Purchaser did not operate the Assets under the Joint Venture Agreement; (iii) the value of its assets or the future revenues or cash flow of the Purchaser; (iv) the quantity, quality, condition or merchantability of any of the transactions contemplated by this Agreement or Purchaser's assets; or (iiv) with respect to any other matter which in information regarding the judgment liability of the business, the value of its Shares or other such similar information; other than has been disclosed and filed pursuant to applicable Securities Laws. The representations and warranties of the Purchaser if determined adversely in this Clause 12 shall survive the Closing for a period of eighteen (18) months and not be merged in any conveyances or other documents provided pursuant to this Agreement, provided that no claim may be made against the Purchaser, its successors or assigns, pursuant to or based in any way upon any of these representations and warranties unless written notice thereof with reasonable particulars shall have been provided by the Vendor to the Purchaser within eighteen (18) months of the Closing Date. The Vendor expressly negates and disclaims, and shall not be liable for, any representation or warranty which may have been made or alleged to be made in any other document or instrument in connection herewith or in any statement or information (including, without limitation, engineering reports and any opinion, information or advice which may have been provided by the Vendor, or any director, officer, employee, agent, consultant or representative of the Vendor) made or communicated to the Purchaser or would reasonably be expected to materially and adversely affect the Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not representatives in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreementmanner.

THE PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser hereby represents and warrants to to, and agrees with, the Seller as of the Closing Date (or if otherwise specified below, as of the date so specified) Company that: (a) the The Purchaser is (if not a corporation natural person) has been duly organized, is validly existing existing, and is in good standing under the laws of the State jurisdiction of Delaware; (b) the Purchaser has full its formation with corporate or other power and authority to own its property, property and to carry on conduct its business as presently conducted and to enter into and perform its obligations under this Agreement;. (cb) the execution The execution, delivery and delivery performance of this Agreement by the Purchaser of this Agreement have has been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby;. (dc) This Agreement constitutes the executionlegal, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed; (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws terms, except as the same may be modified by bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity. (d) The Purchaser has received and reviewed the enforcement Company's Disclosure Documents and the Purchaser or the Purchaser's designated representative has concluded a satisfactory due diligence investigation of the rights Company and has had an opportunity to have all their questions regarding the Company satisfactorily answered. (e) The Purchaser is acquiring the securities referred to herein for investment purposes only without intent to distribute the same, and acknowledges that (A) such securities have not been registered under the Securities Act and applicable state securities laws, and accordingly, constitute "restricted securities" for purposes of creditors generally); andthe Securities Act and such state securities laws, (B) the Purchaser will not be able to transfer such securities except upon compliance with the registration requirements of the Securities Act and applicable state securities laws or exemptions therefrom including without limitation Regulation S, (C) the certificates evidencing such securities may contain a legend to the foregoing effect, (D) such securities are speculative and involve a high degree of risk and the Purchaser is able to sustain the loss of the entire amount of his/its investment, and (E) the Purchaser has previously invested in unregistered securities and has sufficient financial and investing expertise to evaluate and understand the risks of such securities. (f) except as previously disclosed to The Purchaser is not a United States person, United States citizen or resident nor an entity organized under the Purchaser in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the best laws of the Purchaser's knowledge, threatened against the Purchaser, before United States or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which States, nor located in the judgment United States, nor purchasing the aforementioned securities directly or indirectly for the account or benefit of the Purchaser if determined adversely to the Purchaser or would reasonably be expected to materially and adversely affect the Purchaser's ability to perform its obligations under this Agreement; and the on behalf of a United States citizen or resident or such entity. The Purchaser is not in default familiar with respect to any order and understand the provisions of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect Regulation S promulgated under the transactions contemplated by this AgreementSecurities Act.

THE PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser hereby represents and warrants to and with the Seller Vendor as of the date hereof and as of the Closing Date (or if otherwise specified below, as of the date so specified) that: (a) a. the Purchaser is is, and at the Closing Date shall continue to be a corporation body corporate duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware; (b) the Purchaser has full corporate power to own its property, formation and at Closing shall be duly registered and authorized to carry on its business as presently conducted and to enter into and perform its obligations under this Agreementin all jurisdictions in which the Lands are located; (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by b. all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on has been taken by the Purchaser or its properties or the certificate of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (d) authorize the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed; (e) all documents executed and delivered pursuant hereto and this Agreement has been and such documents when delivered will have been duly executed and delivered by the Purchaser andPurchaser; c. this Agreement and all documents executed and delivered pursuant to this Agreement are legal, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation obligations of the Purchaser enforceable against it the Purchaser in accordance with its terms (subject to applicable bankruptcy and insolvency laws and their terms; d. the Purchaser has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder's fees, agents commission or other similar laws affecting forms of compensation with respect to this transaction for which to the enforcement Vendor shall have any obligation or liability whatsoever; e. the Purchaser will comply with the Investment Canada Act to the extent, if any, applicable to the transaction herein; f. all necessary regulatory approvals required to be obtained by a purchaser of the rights Assets will have been obtained by the Purchaser with respect to the Purchaser's obligations under this Agreement as of creditors generally)the Closing Date; g. completion of the purchase of the Assets in accordance with the term of this Agreement will not be in conflict with, constitute a default under, or be in violation or breach of any agreement or instrument to which the Purchaser is a party or by which it is bound or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser; and (f) except as previously disclosed to h. the Purchaser has taken into account the Purchaser's assumption of responsibility for the abandonment, reclamation and environmental responsibilities and costs associated with the Assets and the release of the Vendor from responsibility therefor when the Purchaser evaluated the Assets and determined the Purchase Price. The representations and warranties of the Purchaser in this clause 11 shall survive the Prospectus SupplementClosing and not be merged in any conveyances or other documents provided pursuant to this Agreement, there are provided that no actions, suits or proceedings pending or, to the best of the Purchaser's knowledge, threatened claim may be made against the Purchaser, before its successors or by assigns, pursuant to or based in any court, administrative agency, arbitrator or governmental body (i) with respect to way upon any of these representations and warranties unless written notice thereof with reasonable particulars shall have been provided by the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely Vendor to the Purchaser or would reasonably be expected to materially and adversely affect within twelve months of the Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this AgreementClosing Date.

THE PURCHASER'S REPRESENTATIONS AND WARRANTIES. (a) The Purchaser hereby represents and warrants that he is acquiring the Purchase Stock for investment for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of Stock (any such act sometimes referred to herein as a "Transfer," whether voluntary or involuntary) unless such Transfer complies with the terms and conditions of this Agreement and (i) the Transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Securities Act") or (ii) (A) counsel for the Purchaser (which counsel shall be acceptable to the Seller as Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the Closing availability of an exemption from registration under the Securities Act and (B) if the Purchaser is a citizen or resident of any country other than the United States, or the Purchaser desires to effect any Transfer in any such country, counsel for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an opinion or other advice satisfactory in form and substance to the Company to the effect that such Transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following Transfers are deemed to be in compliance with this Agreement and no opinion of counsel is required in connection therewith: (w) a pledge of Purchase Stock to the Company to secure a loan or guaranty made by the Company in connection with the Purchaser's acquisition of Purchase Stock, (x) a Transfer made pursuant to Section 5, 6, 8 or 9 hereof, (y) a Transfer upon the death of the Purchaser to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a Transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a Transfer made after the Purchase Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, his spouse or his lineal descendants (which term shall include adoptive as well as biological descendants) (the "Purchaser's Trust") or a Transfer made after the third anniversary of the Purchase Date to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that such Transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof. (b) The certificate (or certificates) representing the Stock shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE STOCKHOLDER'S AGREEMENT DATED AS OF ______________ BY AND AMONG ACCURIDE CORPORATION (THE "COMPANY"), THE PURCHASER NAMED ON THE FACE HEREOF AND HUBCAP ACQUISITION L.L.C. (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF (I) THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS, AND (II) IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY." (c) The Purchaser acknowledges that he has been advised that (i) the Stock has not been registered under the Securities Act, (ii) the Stock must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Securities Act or an exemption from registration is available, (iii) it is not anticipated that there will be any public market for the Stock, (iv) an exemption from registration under Rule 144 promulgated under the Securities Act is not currently available with respect to the sales of any securities of the Company, and the Company has made no covenant to make such an exemption available (except as provided in Section 11(b) hereof), (v) when and if shares of Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, (vi) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Securities Act, (vii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock, and (viii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a stock transfer agent, appropriate stop transfer restrictions will be issued to such transfer agent with respect to the Stock. (d) If any shares of Stock are to be disposed of in accordance with Rule 144 under the Securities Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale, and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission. (e) The Purchaser agrees that, if any shares of the Common Stock (or securities convertible into or exchangeable for Common Stock) of the Company are offered to the public pursuant to an effective registration statement under the Securities Act, the Purchaser will not effect any public sale or distribution of any shares of Stock not covered by such registration statement within 7 days prior to, or within 180 days after, the effective date of such registration statement, unless otherwise specified belowagreed to in writing by the Company. (f) The Purchaser represents and warrants that (i) he has received and reviewed a Private Placement Memorandum, including all amendments and supplements thereto (the "Private Placement Memorandum") relating to the Stock and the documents referred to therein, certain of which documents set forth the rights, preferences and restrictions relating to the Stock and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and its Subsidiaries and the business and prospects of the Company and its Subsidiaries which he deems necessary to evaluate the merits and risks related to his investment in the Stock and he has relied solely on such information. (g) The Purchaser further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his investment in the Stock, (iii) all information which he has provided to the Company concerning himself and his financial position is correct and complete as of the date so specified) that: (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor (iv) he understands and has taken cognizance of all risk factors related to the consummation purchase of the transactions herein contemplated herebyStock, nor compliance with including those set forth in the provisions hereofPrivate Placement Memorandum referred to above, will conflict with or result and (v) his knowledge and experience in a breach of, or constitute a default under, any financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions Stock as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed; (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and (f) except as previously disclosed to the Purchaser in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the best of the Purchaser's knowledge, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser or would reasonably be expected to materially and adversely affect the Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement.