agrees
not to make any disposition of all or any portion of the Seller Note unless and
until the transferee thereof has agreed in writing for the benefit of REG and
Purchaser to be bound by this Section 4.30 to the extent this section is then
applicable and either (a) there is then in effect a Registration Statement under
the Securities Act covering such proposed disposition and such disposition is
made in accordance with such Registration Statement; or (b) the Company has
notified REG and Purchaser of the proposed disposition and shall have furnished
REG and Purchaser with a detailed statement of the circumstances surrounding the
proposed disposition, and, if reasonably requested by REG and Purchaser, the
Company shall have furnished REG and Purchaser with an opinion of counsel, or
other evidence, reasonably satisfactory to REG and Purchaser that such
disposition will not require registration of the Seller Note under the
Securities Act. The Company understands that the Seller Note will bear the
following legend:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY
BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
(i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID NOTE, (ii)
THE ISSUER RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THIS NOTE
SATISFACTORY TO THE ISSUER STATING THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION, OR (iii) THE ISSUER OTHERWISE SATISFIES ITSELF THAT SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION."
Section 4.31
No Other Warranties. EXCEPT FOR THOSE REPRESENATIONS AND
WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE EXHIBITS HERETO, THE
COMPANY MAKES NO REPRESENTATIONS OR WARRANTY OF ANY KIND OF NATURE, EXPRESS OR
IMPLIED, AS TO THE PURCHASED ASSETS, THE CONSTRUCTION OR
OPERATIONS OF THE PURCHASED ASSETS, OR THE PROSPECTS (FINANCIAL OR OTHERWISE),
RISKS AND OTHER INCIDENTS OF THE PURCHASED ASSETS, INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO THE ACTUAL PRODUCTION CAPABILITY OF THE PURCHASED
ASSETS OR THE ABILITY OF REG OR PURCHASER TO GENERATE OR SELL BIODIESEL OR OTHER
PRODUCTS OR TO CONDUCT OTHER COMMERCIAL ACTIVITIES.
WITHOUT LIMITED THE FOREGOING, AND EXCEPT FOR THOSE REPRESENTATIONS AND
WARRANTIES OF MERCHANTABILITY, USAGE OR SUITABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE WITH RESPECT TO THE PURCHASED ASSETS OR ANY PART THEREOF, OR
AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER
LATENT OR PATENT, OR COMPLIANCE OF THE PURCHASED ASSETS WITH ANY LAWS, INCLUDING
ENVIRONMENTAL LAWS, OR AS TO THE CONDITION OF PURCHASED ASSETS OR ANY PART
THEREOF, OR AS TO THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL
LIABILITY UNDER ENVIRONMENTAL LAWS WITH RESPEC
EXCEPT FOR THE REPRESENATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS
AGREEMENT AND THE EXHIBITS HERETO, THE PURCHASED ASSETS ARE SOLD "AS IS, WHERE
IS" ON THE CLOSING DATE, AND IN ITS CONDITION ON THE CLOSING DATE "WITH ALL
FAULTS."
WITHOUT LIMITING THE FOREGOING, EXCEPT