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EFTA_R1_02207452 EFTA02722512 to the Seller and to the Company: a. The Purchaser is a duly created and validly existing trust under the laws of the State of New York and the APO I Trustees have all requisite power, authority and legal right to execute, deliver, enter into, consummate and perform this Agreement on

d this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. 4. Representations and Warranties of Purchaser. The Purchaser hereby makes the following representations and warranties Pun haw and Sale Armco—LW 2011 LLC 11001 BEB 2011 TIUSI W APOI 2 EFTA_R1

, successors and permitted assigns. 9.3 Effect and Interpretation. This Agreement shall be governed by and construed in conformity with the laws of the State of New York, without reference to conflicts or choice of law principles. 9.4 Amendments. Except as otherwise provided herein, this Agreement may not be change

erests free and clear of all Encumbrances, except for those arising under the CCP LPA, the CCPM LLC Agreement and the Supplementary Agreements. 5.2 Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that: (a) Execution and Delivery. This Agreement has been duly executed and delivered by Purch

ns and warranties to the Seller, the Company and the Corporation: a. The Purchaser is a duly created and validly existing trust under the laws of the State of New York and the APO1 Trustees have all requisite power, authority and legal right to execute, deliver, enter into, consummate and perform this Agreement on

r rights of any nature of any third party, and has performed all obligations to the Company and the Corporation with respect to the Interests. 4. Representations and Warranties of Purchaser. The Purchaser hereby makes the following representations and warranties to the Seller, the Company and the Corporation: a. The Purchaser is a du

arranties to the Seller and to the Partnership: 2 EFTA00585463 a. The Purchaser is a duly created and validly existing trust under the laws of the State of New York and the Trustee has all requisite power, authority and legal right to execute, deliver, enter into, consummate and perform this Agreement on behalf

d this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. 4. Representations and Warranties of Purchaser. The Purchaser hereby makes the following representations and warranties to the Seller and to the Partnership: 2 EFTA00585463 a. The Purchaser

, successors and permitted assigns. 7.3 Effect and Interpretation. This Agreement shall be governed by and construed in conformity with the laws of the State of New York, without reference to conflicts or choice of law principles. 7.4 Amendments. Except as otherwise provided herein, this Agreement may not be change

er will acquire valid marketable title to the ESWW Shares, free and clear of any Encumbrances other than pursuant to the Transfer Restrictions 5.2 Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that: (a) Execution and Delivery. This Agreement has been duly executed and delivered by Purch

ermitted assigns. 8 EFTA00586113 8.3 Effect and Interpretation. This Agreement shall be governed by and construed in conformity with the laws of the State of New York, without reference to conflicts or choice of law principles. 8.4 Amendments. Except as otherwise provided herein, this Agreement may not be change

nterest. Seller owns the AP Interests free and clear of all Encumbrances, except for those arising under the AP SHL LLCA and the AP Tech LLCA. 5.2 Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that: (a) Execution and Delivery. This Agreement has been duly executed and delivered by Purch