ex10_5.htm


    Exhibit
10.5

     

    PURCHASE
AND SALE AGREEMENT

     

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

     

    RECITALS

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    NOW THEREFORE, the Parties
agree as follows:

     

    
      ARTICLE
I:   TERM/DEFINITIONS

    

    
    

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    ARTICLE II: PURCHASE AND
SALE

     

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

     

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

     

    (a)           the
LCS; and

     

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

     

    
      
        
        

      

      
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     2.3           Purchase
Price.  The total consideration to be paid by RGS and received
by RIRRC for the Assets shall be $1.00 (the “Purchase
Price”).

     

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

     

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

     

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

     

    (a)           the
Related Agreements;

     

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

     

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

     

    ARTICLE III:
COVENANTS.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      ARTICLE
IV:   REPRESENTATIONS AND WARRANTIES OF
RGS

    

    
    

     

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

     

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

     

    
      
        
        

      

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

     

    
      ARTICLE
V:   REPRESENTATIONS AND WARRANTIES OF
RIRRC

    

    
    

     

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

     

     5.1           Related
Agreements.  To the best of
RIRRC’s knowledge, without further investigation, there is no agreement relating
to the ownership and operation of the RIRRC Gas Collection System and the CCS
other than the Existing Gas Services Agreement and the Related
Agreements.

     

     5.2           Assets.  RIRRC
has not, either individually or jointly, mortgaged, pledged or subjected to any
encumbrance, either voluntarily or involuntarily, any portion of the Assets, and
RIRRC will convey good and marketable title to the Assets to RGS, at Closing,
free and clear of any encumbrance or hypothecation of any sort
whatsoever.  RIRRC has not decreased in any material respect any
expenditures made with respect to the maintenance and repairs of the
Assets,
nor has RIRRC experienced any damage to or destruction or loss of any portion of
the Assets or property constituting a portion of the Assets, whether or not
covered by insurance, materially and adversely affecting the Assets and/or its
business financial condition.  The Assets, specifically the RIRRC Gas
Collection System and the CCS, are in good operating condition and in a good
state of repair.

     

    
      
        
        

      

      
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     5.3           Brokers
or Finders.  No agent, broker, investment or commercial banker,
person or firm acting on behalf of RIRRC or under the authority of RIRRC is or
will be entitled to any broker’s or finder’s fee or any other commission or
similar fee, payable by RGS in connection with the Purchase.

     

    
      ARTICLE
VI:   INDEMNIFICATION

    

    
    

     

     6.1           RGS
Indemnification.  Except with
respect to indemnification for Environmental Claims, which are subject to
Section 6.3 hereof, RGS shall defend, indemnify and save and hold RIRRC, its
Affiliates, employees, directors, officers, representatives, successors and
assigns, jointly and severally harmless from and against any and all claims,
demand, losses, costs (including, without limitation, attorney’s fees and legal
costs), expenses, damages, suits, actions, proceedings, causes of action,
obligations and liabilities of whatever character (each individually, a “Loss) due to: (a)
injury to or death of persons, (including RGS’ employees and notwithstanding any
defense to such indemnification available to RGS under any worker’s compensation
statute), and (b) loss or destruction of or damage to property; provided that, in the
case of (a) and (b) above, such indemnity obligation is limited to the extent of
Loss caused by (x) RGS’ ownership of the Gas Collections Systems and the
Condensate Control, Treatment and Disposal System on and after the Acquisition
Date, (y) any violation by RGS of any Legal Requirement or (z) any breach of
this Agreement (including representation or warranty herein) intentional
misconduct, negligent act or omission of RGS or its employees and RGS’
subcontractors or their employees or anyone acting on RGS’
behalf.  Notwithstanding the above, nothing in this provision shall be
construed to limit any right that RGS may have to seek common law statutory
indemnity and/or contribution from RIRRC.  RGS’ indemnification
obligation is limited to the extent of RGS’ assets.  The Parties agree
that recourse under this provision shall be limited to RGS, its successors and
assigns and the Parties shall not assert claims against any Affiliate of RGS
(other than a successor or assignee of RGS) for recovery under this
provision.

     

     6.2           RIRRC
Indemnification.  Except with
respect to Environmental Claims, which are subject to Section 6.3 hereof, RIRRC
shall defend, indemnify, save and hold RGS, its Affiliates, employees,
directors, officers, representatives, successors and assigns, jointly and
severally harmless from and against any Loss due to: (a) any flares on the
Landfill not having all of the required Permits on the Acquisition Date, (b)
injury to or death of persons, (including, without limitation, RIRRC employees
and notwithstanding any defense to such indemnification available to RIRRC under
any worker’s compensation statute), or (c) loss or destruction of or damage to
property; provided that, in the
case of (b) and (c) above, such indemnity obligation shall be limited to the
extent of Loss caused by (x) RIRRC’s ownership of the RIRRC Gas Collection
System and the Condensate Control, Treatment and Disposal System prior to the
Acquisition Date, (y) any violation by RIRRC of any Legal Requirement or (z) any
breach of this Agreement (including any representation or warranty herein)
intentional misconduct, negligent
act or omission of RIRRC or its employees and RIRRC’s subcontractors (except
RGS, Ridgewood Generation, or any of RGS’ or Ridgewood Generation’s successors,
assigns or Affiliates) or their employees or anyone acting on RIRRC’s
behalf.  Notwithstanding the above, nothing in this provision shall be
construed to limit any right that RIRRC may have to seek common law or statutory
indemnity and/or contribution from RGS.

     

    
      
        
        

      

      
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     6.3           Environmental
Indemnity.  (a)  RIRRC shall indemnify, defend and
save and hold RGS and each of its partners, Affiliates, employees, directors,
officers, representatives, successors and assigns, jointly and severally,
harmless from and against any Environmental Claim arising after the Acquisition
Date, including, but not limited to, reasonable expenses for legal (including,
without limitation, attorney’s fees), accounting, consulting, engineering,
investigation, cleanup, response, removal and/or disposal and other remedial
costs, directly or indirectly imposed upon, incurred by or asserted against RGS
arising out of or in connection with any Environmental Claims by any person or
person (including, without limitation, a Governmental Body) not arising from
RGS’ gross negligence or intentional misconduct; provided, however, that the
indemnification provided under this Section 6.3(a) shall not include fines and
penalties under any Environmental Law to the extent that such fines and
penalties do not exceed $250,000 in any year.

     

    (b)           RGS
shall indemnify, defend and save and hold RIRRC and each of its partners,
Affiliates, employees, directors, officers, representatives, successors and
assigns, jointly and severally, harmless from and against any Environmental
Claim arising after the Acquisition Date, including, but not limited to,
reasonable expenses for legal (including, without limitation, attorney’s fees),
accounting, consulting, engineering, investigation, cleanup, response, removal
and/or disposal and other remedial costs, directly or indirectly imposed upon,
incurred by or asserted against RIRRC arising out of or in connection with any
Environmental Claims by any person or person (including, without limitation, a
Governmental Body) arising from RGS’ gross negligence or intentional
misconduct.

     

     6.4           Notice
Required, Cooperation.  An Indemnified
Party seeking to be indemnified under this Agreement shall provide the
Indemnifying Party from which it is seeking such indemnification prompt written
notice of the matter for which such Indemnified Party is seeking
indemnification.  Such notice seeking indemnification shall set forth
the particulars of the claim and include a copy of any claim, petition,
complaint or other writing giving rise to such claim for
indemnification.  Such Indemnifying Party shall provide written
acknowledgment that either it will assume the defense and indemnification
hereunder or disputes that indemnification applies within fourteen (14) days of
receipt of notification of a claim.  Upon such acknowledgment by the
Indemnifying Party that it will assume the defense and indemnification of such
claim, such Party may assert any defenses it deems advisable in its sole
discretion, including, without limitation, defenses that are or would otherwise
be available to the Indemnified Party(ies).  The Indemnified Party
shall cooperate with the defense of any claim.  Cooperation shall
include, but not be limited to, permitting counsel selected by the Indemnifying
Party to represent it; making any officers or employees available to defense
counsel for interview or to give testimony; making the facility or site
available to defense counsel and any experts hired in connection with the
defense of any claim; and making all documents and things relevant to the claim
available to defense counsel.  The indemnification provided hereunder
shall include any reasonable costs incurred by the Indemnified Party at the
request of, or to cooperate fully with, the Indemnifying Party.  The
Indemnified Party may not compromise or settle the claim without waiving
indemnification hereunder unless it first obtains the prior written consent of
the Indemnifying Party.  If the Indemnifying Party fails or refuses to
assume the defense of any claim for which it has been given notice under this
Section, the Indemnified Party may itself defend against such claim, and, after
commencing to defend against such claim, shall have no further obligation to
involve the Indemnifying Party in the defense.  In such event, to the
extent the Indemnified Party is determined to be entitled to indemnity
hereunder, the Indemnifying Party shall be obligated to pay the amount of any
Loss, and, in addition, the Indemnifying Party shall pay all costs, including,
without limitation, reasonable legal expenses, incurred by the Indemnified Party
in defending and/or settling such claim.

     

    
      
        
        

      

      
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      ARTICLE VII: LIMITATION OF
DAMAGES

    

    
    

     

     7.1           Limitation
of Remedies, Liability and Damages.  NEITHER PARTY SHALL BE
LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES,
LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR
CONTRACT UNDER ANY INDEMNITY PROVISION OR OTHERWISE.  

     

     7.2           Mitigation.  Each
Party agrees that the provisions of this Agreement set forth the rights and
obligations of the Parties in the event of a breach of the terms hereof, and
that in the case of any provision for which one or more express remedies or
measure of damages is herein provided, neither Party shall have any duty to
mitigate any such damages that it may incur as a result of the other Party’s
performance or non-performance of this Agreement, except to the extent the terms
of this Agreement expressly require the taking of action that would constitute
such a mitigation.  Each Party shall have the duty to mitigate any
damages for which no express remedies or measure of damages is herein
provided.

     

    
      ARTICLE
VIII:   MISCELLANEOUS

    

    
    

     

     8.1           Notices.  All notices,
requests, demands, claims, consents and other communications or deliveries
provided for in this Agreement shall be in writing and delivered by messenger,
prepaid first class registered mail, or by e-mail, first class mail, or
facsimile confirmed by prepaid first class registered mail to a party at its
address specified below or to such other person or address as shall be
designated by such party in a written notice to the sender.  All such
notices and communications shall be effective: (a) if mailed, on the day that
receipt of delivery is received by the party sending the notice; (b) on the next
Business Day for the intended recipient after being delivered to a service for
overnight delivery; (c) if sent by facsimile or by e-mail, on the day
transmitted by facsimile or by e-mail; provided, that any
notice so delivered after 5 p.m. local time at the location of the intended
recipient; shall be effective on the next Business Day of the intended
recipient; or (d) if by personal service, upon delivery:

     

    
      
        
        

      

      
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              If
      to RIRRC:

               

              Rhode
      Island Resource Recovery Corporation

              65
      Shun Pike

              Johnston,
      Rhode Island 02919-4512

              Attn:
      Director of Regulatory Compliance

              Fax:
      (401) 942-9814

            	
              With
      a copy to:

               

              Rodio
      & Ursilio Ltd.

              86
      Weybosset St.

              Providence,
      RI 02903

              Attn:  Joseph
      Rodio, Esq.

              Fax:  (401)
      331-0436

            
	
               

              If
      to RGS:

               

              Ridgewood
      Gas Services LLC

              c/o
      Ridgewood Renewable Power LLC

              947
      Linwood Avenue

              Ridgewood,
      New Jersey 07450

              Attn:
      General Counsel

              Fax:
      (201) 447-0474

               

            	
               

              With
      a copy to:

               

              Day
      Pitney LLP

              242
      Trumbull Street

              Hartford,
      CT 06103

              Attn:
      Paul N. Belval, Esq.

              Fax:
      (860) 275-0343

            


    

     8.2           Claims,
Disputes, Governing Law.

     

    (a)           Any
claim or dispute which either Party may have against the other, arising out of
this Agreement, shall be submitted in writing to the other Party not later than
ninety (90) days after the circumstances which gave rise to the claim or dispute
having taken place.  The submission of any claim of dispute shall
include a brief, concise statement of the question or issue in dispute, together
with the relevant
facts and documentation to fully support the claim.

     

    (b)           If
any such claim or dispute arises, the Parties shall use their commercially
reasonable efforts to resolve the claim or dispute, initially through good faith
negotiations or upon the failure of such negotiations, through
Alternative Dispute Resolution (“ADR”) techniques in
accordance with procedures mutually agreed to by the
Parties.  However, as part of any such procedure, the Parties agree
not to withdraw from any such ADR procedure until a decision or ruling has been
issued.  The Parties specifically agree, however, that any such
decision shall be non-binding and any Party is free, after the receipt and review of
such decision or ruling, to proceed in accordance with Section (c)
hereof.

     

    (c)           If
any claim or dispute arising hereunder is not resolved pursuant to Section (b)
hereof, either Party may, upon giving written notice, initiate litigation to
submit such claim or dispute to the Providence County Superior Court and
that the law of the State of Rhode Island, irrespective of its conflict of laws
provisions shall govern.  Notwithstanding anything contained in this
Section 8.2, no party waives its right to seek injunctive relief to protect,
secure and maintain its rights, with such right to seek injunctive relief also
brought in the Providence County Superior Court.

     

     8.3           No
Partnership or Joint Venture.  Nothing in this
Agreement shall be construed as creating a partnership or joint venture among
the Parties or creating liability on the part of one Party for the acts or
omissions of any other Party.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

     8.4           Waiver.  Waiver by a Party
of any breach of this Agreement shall not constitute a waiver of any other
breach or of any future breach.

     

     8.5           Assignment.

     

    (a)           Neither
Party shall effect an Assignment of this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other Party,
which consent shall not be unreasonably withheld or
delayed.  Notwithstanding the foregoing, either Party may, without the
need for consent from the other Party (and, except as hereinafter provided,
without relieving itself from liability hereunder), make an Assignment of this
Agreement (i) to an Affiliate of such Party upon the other Party’s receipt of
proof satisfactory to it of such assignee’s financial security or (ii) for
Financing Assignment.  Any assignee of all or any portion of a Party’s
interest hereunder shall assume and agree in writing to perform all of the
obligations of its assignor arising hereunder after the effective date of such
Assignment.  Any Party making an Assignment (the “Assignor”) pursuant
to this Section 8.5 shall promptly notify the other Party thereof and furnish
such Party a copy of such Assignment.

     

    (b)           In
the event that either Party makes a Financing Assignment as contemplated by this
Section 8.5, the other Party shall, upon the reasonable request of the Assignor,
cooperate with the Assignor in order to deliver such customary additional
documentation as the Lender may reasonably request in order to effectuate the
financing transaction.  Such additional documentation may include the
following (without limitation): (1) an acknowledgment by the non-assigning Party
of the Financing Assignment; (2) an estoppel certificate confirming the absence
of (or identifying existing) breaches of this Agreement by either of the
Parties; and (3) an Agreement under which the non-assigning Party will provide
the Lender with (A) all notices of default and/or termination of this Agreement,
(B) upon default by the Assignor under this Agreement, rights of the Lender to
cure such defaults and otherwise perform the obligations of the Assignor under
this Agreement, (C) upon default by the Assignor with respect to the financing
transaction, “step-in” rights of the Lender (or an assignee of that Lender) (a
“Lender
Assignee”) to assume the rights and obligations of the Assignor under
this Agreement without the consent of the non-assigning Party, and (D) the right
of the Lender to receive direct payments of any amounts due to the
Assignor.  Neither the Lender nor a Lender Assignee shall be deemed to
have assumed the obligations of Assignor under this Agreement until the Lender
or such Lender Assignee acquires the rights of Assignor under this Agreement by
virtue of the exercise by Lender of its foreclosure or “step-in”
rights.  In addition, having assumed the obligations of Assignor
hereunder, the Lender (but not the Assignor) shall be released from liability
under this Agreement upon the Lender’s assignment of this Agreement to a Lender
Assignee, provided such Lender Assignee assumes all obligations of Assignor
hereunder.

     

    (c)           This
Agreement shall inure to the benefit of and be binding upon the Parties and
their respective successors and permitted assigns.

     

     8.6           Entire
Agreement.  This Agreement
and all Exhibits constitute the sole agreement and understanding between the
Parties pertaining to the transactions contemplated herein, and no
representations, warranties or inducements, express or implied, have been made
by either Party to the other except as set forth herein.  No
modification, amendment or alteration of the
terms herein contained shall be binding unless such modification or alteration
is in writing, dated subsequent hereto, and duly executed by an authorized
officer of the Parties hereto.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

     8.7           Severability.  Should any
provision of this Agreement be held unenforceable in law, such provision shall
be severed from this Agreement and the balance of the Agreement shall be binding
on the Parties as if the severed provision had never existed, unless the
performance of the Agreement is thereby rendered legally impractical or no
longer fulfills the Parties’ objectives.

     

     8.8           Conflicts;
Controlling Agreement.  This Agreement
and the Related Agreements shall be construed harmoniously to the greatest
practicable extent; however, notwithstanding the foregoing, in the event of any
conflict between this Agreement and/or the Related Agreements relating to the
subject matter of this Agreement, the Site Lease shall govern.

     

     8.9           Survivability.  Article VI and
Article VIII shall survive the termination or expiration of this
Agreement.  In addition, applicable provisions of this Agreement shall
survive for the period designated in such provisions or, if no such period is
designated, to the extent and for a period of time necessary to satisfy any
outstanding obligations and provide for final billings and payments or
adjustments relating to the period of time prior to termination or
expiration.

     

     8.10         No Third
Party Beneficiaries.  Nothing contained
herein is intended or shall be deemed to create or confer any rights upon any
third person not a party hereto, whether as a third-party beneficiary or
otherwise, except as expressly provided herein.

     

     8.11         Multiple
Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and it will not be
necessary in making proof of this Agreement or the terms of this Agreement to
produce or account for more than one of such counterparts, provided that the
counterpart produced bears the signature of the Party sought to be
bound.

     

     8.12         Successors
and Assigns.  This Agreement shall be binding upon and inure to
the benefit of RIRRC and RGS, and their respective successors and permitted
assigns.

     

    [Remainder
of page intentionally left blank.]

     

     

     

     

     

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
Parties have set their hands as of the date first set forth above.

     

    
      
        
          
            
              
                
                  
                    	RIDGEWOOD GAS SERVICES
      LLC	 
	By:	Ridgewood
      Management Corporation,	 
	 	its
      Manager	 
	 	 	 
	 	 	 
	 	 	 
	
                            By:
      

                          	/s/ Randall
      D. Holmes	 
	Name:	Randall
      D. Holmes	 
	Title: 	President
      and Chief Executive Officer	 
	 	 	 


                  

                

              

            

          

        

      

    

     

     

     

     

     

     

    
      
        
          
            
              
                	RHODE ISLAND RESOURCE RECOVERY
      CORPORATION	 
	 	 	 
	 	 	 
	 	 	 
	
                        By:
      

                      	/s/ Michael
      J. O’Connell  	 
	Name: 	Michael
      J. O’Connell	 
	 	Executive
      Director	 
	Title:  	 	 


              

            

          

        

      

    

     

    


    Signature
Page to Purchase and Sale Agreement

     

     

     

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    


    Exhibit
A

    


    


    Existing Site
Plan

    


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

    


    Assets

    


    


    The
following are “Assets” under this Agreement:

    


    The RIRRC
Gas Collection System and the Condensate Control, Treatment and Disposal System,
as shown on the attached plan, and any other meters, pipes, wells, traps, valves
and other equipment and inventory used in connection with the management and use
of the RIRRC Gas Collection System and the Condensate Control, Treatment and
Disposal System.

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
C

    


    Form of Bill of
Sale

    


    BILL
OF SALE

    


    This Bill
of Sale (“Agreement”) is made as of this [__] day of [ ], [ ], by RHODE ISLAND RESOURCE RECOVERY
CORPORATION, a Rhode Island corporation (“RIRRC”), to RIDGEWOOD GAS SERVICES LLC, a
Delaware limited liability company (“RGS”).  All
terms not otherwise defined herein shall be defined as set forth in the Purchase
and Sale Agreement (as defined below).  RIRRC and RGS may sometimes be
referred to herein individually as a “Party” and collectively as the
“Parties.”

     

    RECITALS

    


    WHEREAS, pursuant to that
certain Purchase and Sale Agreement dated as of November 17, 2008 by and among
RIRRC and RGS (the “Purchase and Sale
Agreement”), RIRRC has agreed to sell, assign, convey and transfer
certain assets to RGS;

     

    NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, RIRRC, intending to be bound, agrees as follows:

     

    1.           Subject
to Section 2 below, RIRRC hereby sells, assigns, conveys and transfers to RGS,
its successors and assigns, all of RIRRC’s right, title and interest, legal and
equitable, in and to all of the following:

     

    The RIRRC
Gas Collection System and the Condensate Control, Treatment and Disposal System,
together with associated warranties, licenses, contracts, other contractual
rights and other personal property set forth on Exhibit
A attached hereto (the “Assets”).

     

    2.           RGS
hereby covenants and agrees that aside from specific representations or
warranties set forth herein or in the Purchase and Sale Agreement and the other
Related Agreements, RIRRC makes no representations or warranties with respect to
the Assets or their fitness of purpose for which RGS is acquiring
them.  Each Party hereby confirms the representations and warranties
made by it in the Purchase and Sale Agreement.

     

    3.           Subject
to Section 2 hereof, RIRRC covenants and agrees to warrant and defend title to
the Assets against the claims of any person, firm, corporation or
association.

     

    4.           RIRRC
hereby covenants that from time to time after the delivery of this Agreement,
RIRRC shall, at the request of RGS, execute and deliver such further instruments
of conveyance, transfer and assignment and take such other action as may
reasonably be requested in order to convey, transfer and assign more effectively
to RGS the Assets, to confirm title of RGS thereto or to assist RGS in
exercising rights thereto.

     

    5.           Nothing
in this Agreement, express or implied, is intended or shall be construed to give
to any Person, other than RGS and RIRRC and their respective successors and
assigns, any
right, remedy, claim or cause of action under or by reason of this Agreement, or
any terms, covenants or conditions hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.           This
Agreement is effective as of the date first written above.

     

    7.           This
Agreement shall be governed by the laws of the State of Rhode Island, without
application of principles of conflicts of laws.

     

    8.           The
Parties shall resolve any dispute, controversy or claim arising out of or
relating to this Agreement, or the breach, termination or validity hereof
pursuant to Section 8.2 of the Purchase and Sale Agreement.

     

    9.           This
Agreement shall inure to the benefit of and be binding upon the Parties and
their respective successors and permitted assigns.

     

    10.         This
Agreement, together with the Purchase and Sale Agreement, constitutes the sole
agreement and understanding between the Parties pertaining to the transactions
contemplated herein and therein, and supercede all prior agreements and
understandings, whether oral or written, relating to the subject matter of this
Agreement and the Purchase and Sale Agreement and no representations, warranties
or inducements, express or implied, have been made by either Party to the other
except as set forth herein and in the Purchase and Sale Agreement.  No
modification, amendment or alteration of the terms herein contained shall be
binding unless such modification or alteration is in writing, dated subsequent
hereto, and duly executed by an authorized officer of the Parties
hereto.

     

    11.         Should
any provision of this Agreement be held unenforceable in law, such provision
shall be severed from this Agreement and the balance of the Agreement shall be
binding on the Parties as if the severed provision had never existed, unless the
performance of the Agreement is thereby rendered legally impractical or no
longer fulfills the Parties’ objectives.

     

    12.         This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, and it will not be necessary in making proof of this
Agreement or the terms of this Agreement to produce or account for more than one
of such counterparts, provided that the
counterpart produced bears the signature of the Party sought to be
bound.

     

    13.         Waiver
by a Party of any breach of this Agreement shall not constitute a waiver of any
other breach or of any future breach.

     

    


     

    [Signature page
below]

     

     

     

     

    
 

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, RIRRC and RGS have
executed this Agreement as of the date first set forth above.

     

    
      
        	 In
      the presence of:	
                RHODE
      ISLAND RESOURCE 

                RECOVERY
      CORPORATION

              	 
	 	 	 
	 	 	 
	 	 	 	 
	 	
                 

              	
                By:
      

              	 	 
	
                
                  Witness

                

              	 	Name: 	 
	 	 	Title: 	 
	
                 

              	 	 	 


      

       

    

    
      
        	 	RIDGEWOOD
      GAS SERVICES LLC	 
	 	 	 	 
	 	By:	Ridegewood
      Power Management	 
	 	 	 	Corporation,
      its Manager	 
	
                Witness

              	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

    

     

     

     

    


     

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    Attachment

     

    


    Schedule of
Definitions

    


    [See
Attachment to Amended and Restated Site Lease and Landfill Gas Delivery
Agreement]