CONTRACTOR PURSUANT TO THE CONSTRUCTION CONTRACT OR ANY CLAIMS AGAINST ANY
SUBCONTRACTOR OR SUPPLIER RELATIVE TO THE DEVELOPMENT AND CONSTRUCTION OF THE
PROJECT.
Purchaser acknowledges and agrees that the disclaimers, waivers,
releases and other provisions set forth in this paragraph are an integral part
of this Agreement and that Seller would not have agreed to complete the
transaction on the terms provided in this Agreement without the disclaimers,
waivers, releases and other provisions set forth in this paragraph.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to Seller as follows:
3.1
EXISTENCE.
PURCHASER IS A DELAWARE LIMITED
LIABILITY COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF THE STATE OF DELAWARE, AND HAS THE REQUISITE POWER AND AUTHORITY TO
OWN ITS ASSETS AND TO CARRY ON ITS BUSINESS AS IT IS NOW BEING CONDUCTED.
3.2
POWER AND AUTHORITY.
(A)
PURCHASER HAS THE FULL LEGAL RIGHT, POWER
AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND ALL AGREEMENTS AND OTHER
DOCUMENTS EXECUTED AND DELIVERED BY IT PURSUANT TO THIS AGREEMENT AND TO
CONSUMMATE THE PURCHASE OF THE VOSS MEMBERSHIP INTEREST AND THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY;
(B)
PURCHASER HAS DULY AND PROPERLY TAKEN ALL
ACTION REQUIRED BY LAW AND ITS ORGANIZATIONAL DOCUMENTS TO AUTHORIZE THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND ANY RELATED DOCUMENTS
AND THE CONSUMMATION OF THE MEMBERSHIP INTEREST PURCHASE; AND
(C)
THIS AGREEMENT AND ALL AGREEMENTS AND
DOCUMENTS EXECUTED BY PURCHASER AND DELIVERED TO SELLER IN CONNECTION HEREWITH
HAVE BEEN DULY EXECUTED AND DELIVERED BY PURCHASER AND CONSTITUTE THE LEGAL,
VALID AND BINDING OBLIGATIONS OF PURCHASER ENFORCEABLE AGAINST PURCHASER IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS.
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3.3
NO VIOLATION.
THE EXECUTION AND DELIVERY OF
THIS AGREEMENT AND THE AGREEMENTS EXECUTED AND DELIVERED BY PURCHASER PURSUANT
TO THIS AGREEMENT, DO NOT, AND THE CONSUMMATION OF THE ACTIONS CONTEMPLATED
HEREBY OR THEREBY WILL NOT, (I) VIOLATE, CONTRAVENE OR CONFLICT WITH ANY
PROVISION OF THE ORGANIZATIONAL DOCUMENTS OF PURCHASER, (II) VIOLATE, CONTRAVENE
OR CONFLICT WITH ANY PROVISIONS OF, RESULT IN THE ACCELERATION OF ANY OBLIGATION
UNDER, CONSTITUTE A DEFAULT OR BREACH UNDER, OR GIVE ANY RIGHT OF TERMINATION OR
CANCELLATION UNDER, ANY MATERIAL MORTGAGE, LIEN, LEASE, AGREEMENT, RENT,
CONTRACT, NOTE, INSTRUMENT, DEBENTURE, LICENSE, ORDER, ARBITRATION AWARD,
JUDGMENT OR DECREE TO WHICH PURCHASER IS A PARTY OR BY WHICH PURCHASER IS BOUND,
OR (III) VIOLATE, CONTRAVENE OR CONFLICT WITH ANY LAW, RULE OR REGULATION TO
WHICH PURCHASER IS SUBJECT.
3.4
BROKERS AND FINDERS FEES.
NO PERSON IS
ENTITLED TO ANY FEE FROM PURCHASER AS A BROKER OR FINDER AS A RESULT OF THE
PURCHASE OF THE VOSS MEMBERSHIP INTEREST.
3.5
INVESTMENT REPRESENTATIONS.
(A)
SUITABILITY AS A PURCHASER OF THE VOSS
MEMBERSHIP INTEREST.
PURCHASER (I) IS AN "ACCREDITED INVESTOR," AS THAT TERM IS
DEFINED IN REGULATION D UNDER THE SECURITIES ACT AND HAS SUCH KNOWLEDGE, SKILL
AND EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS THAT IT IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE VOSS MEMBERSHIP INTEREST