Common use of By Purchaser Clause in Contracts

By Purchaser. (i) if any Seller shall have breached any representation, warranty, covenant or other agreement contained in this Agreement and such breach would give rise to the failure of a condition set forth in ARTICLE VI, unless such breach is fully cured (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) at the expense of Sellers and to the complete satisfaction of Purchaser on or before the Closing Date. (ii) if any Seller shall have breached any representation or warranty contained in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VI and such breach objectively can not reasonably be cured to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Date, unless (x) Seller has, together with the additional disclosure relating to such breach provided pursuant to Section 5.6, provided a detailed calculation of the estimated Purchaser Losses that can reasonably be anticipated might arise from such breach and Purchaser has agreed in good faith with such estimate, (y) such breach can be cured by monetary relief (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) and (z) the Sellers agree to specifically indemnify Purchaser in accordance with ARTICLE VIII for any Purchaser Loss resulting from such breach, such indemnification not being subject to the limitations set forth in Section 8.2, and either (1) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) does not exceed five hundred thousand euros (€500,000); or (2) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,000) and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(a) and Section 1.4(c) (and agree to revised allocation of the Cash Portion in a revised Exhibit 1.3(b) and 1.3(d) and to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case by the total amount of the agreed estimated Purchaser Loss without giving effect to the limitations set forth in ARTICLE VIII (the “Escrow Amount Increase”). (iii) after January 18, 2006 if the Closing shall not have occurred on or prior to January 18, 2006, and if the failure of the Closing to occur is not the result of a breach of a representation, warranty or covenant by Purchaser.

By Purchaser. Purchaser hereby represents and warrants to AER: (i) if any Seller shall have breached any representation, warranty, covenant or other agreement contained in this Agreement has been duly executed and such breach would give rise to delivered by Purchaser, and constitutes the failure legal, valid and binding obligation of a condition set forth Purchaser, enforceable in ARTICLE VIaccordance with its terms, unless such breach is fully cured (i.e.except as enforceability may be limited by applicable bankruptcy, neither insolvency and other laws and equitable principles affecting creditors' rights generally and the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business discretion of the Company and its Subsidiaries after the Closing) at the expense of Sellers and to the complete satisfaction of Purchaser on or before the Closing Date.courts in granting equitable remedies; (ii) if any Seller shall have breached any representation Purchaser will acquire the Shares, the Conversion Shares, the Warrant and the Warrant Shares (collectively the "Securities") for its own account, to hold for investment, and with no present intention of dividing its participation with others or warranty contained reselling or otherwise participating, directly or indirectly, in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VI and such breach objectively can not reasonably be cured to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Date, unless (x) Seller has, together with the additional disclosure relating to such breach provided pursuant to Section 5.6, provided a detailed calculation distribution of the estimated Purchaser Losses that can reasonably Securities, and it will not make any sale, transfer, or other disposition of the Securities in violation of the Securities Act or any applicable state securities laws (the "State Acts"). There will be anticipated might arise from such breach placed on the Warrant and Purchaser has agreed in good faith with such estimate, (y) such breach can be cured by monetary relief (i.e., neither any certificates for the breachShares, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) and (z) the Sellers agree to specifically indemnify Purchaser in accordance with ARTICLE VIII for any Purchaser Loss resulting from such breach, such indemnification not being subject to the limitations set forth in Section 8.2, and either (1) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) does not exceed five hundred thousand euros (€500,000); or (2) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,000) Conversion Shares and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(aWarrant Shares, a legend stating in substance: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT") and Section 1.4(cOR ANY STATE SECURITIES LAWS IN RELIANCE ON ONE OR MORE EXEMPTIONS THEREUNDER AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A SECURITIES PURCHASE AGREEMENT TO WHICH THE CORPORATION IS A PARTY. ANY TRANSFER OF THE SECURITIES REPRESENTED HEREBY IN VIOLATION OF SAID AGREEMENT SHALL BE VOID. THE CORPORATION WILL MAIL TO THE HOLDER OF THESE SECURITIES A COPY OF SUCH RESTRICTIONS WITHOUT CHARGE WITHIN FIVE (5) (and agree to revised allocation of the Cash Portion in a revised Exhibit 1.3(b) and 1.3(d) and to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case by the total amount of the agreed estimated Purchaser Loss without giving effect to the limitations set forth in ARTICLE VIII (the “Escrow Amount Increase”)DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFOR ADDRESSED TO THE CORPORATION. (iii) after January 18Purchaser, 2006 in offering to subscribe for the Securities hereunder, has been given access to all material and relevant information concerning AER, thereby enabling Purchaser to make an informed investment decision concerning the Securities. Purchaser has relied solely upon an independent investigation made by it and its representatives, if the Closing shall not have occurred on or any, and has, prior to January 18the date hereof, 2006been given access to and the opportunity to examine data and information relating to AER. In making its investment decision to purchase the Securities, Purchaser is not relying on any oral or written representations or assurances from AER or any other person or any representation of AER or any other person other than as set forth in this Agreement. Without limiting the foregoing, Purchaser has reviewed AER's Annual Report on Form 10-K for the year ended December 31, 2000 and if AER's Quarterly Report on Form 10-Q for the failure quarter ended March 31, 2001. Purchaser is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act. (iv) Purchaser understands and acknowledges that an investment in the Securities involves a high degree of risk. Purchaser represents that Purchaser is able to bear the economic risk of an investment in the Securities, which Purchaser acknowledges are currently illiquid and may remain illiquid indefinitely, including a possible total loss of its investment. In making this statement Purchaser hereby represents and warrants to AER that Purchaser has adequate means of providing for Purchaser's current needs and contingencies; Purchaser is able to afford to hold the Securities for an indefinite period and Purchaser further represents that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of the Closing investment in the Securities. Further, Purchaser represents that Purchaser has no present need for liquidity in the Securities and Purchaser is willing to occur accept such investment risks. (v) Purchaser understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon or made any recommendation or endorsement of AER or the Securities. (vi) This Agreement is made by AER with Purchaser in reliance upon Purchaser's representations and covenants made in this Section 3(b), which reliance by its execution of this Agreement Purchaser hereby confirms. (vii) Purchaser understands that the Securities have not been registered under the Securities Act or any State Acts and are being offered and sold pursuant to exemptions therefrom based in part upon the representations of Purchaser contained herein. (viii) Purchaser knows of no public solicitation or advertisement of an offer in connection with the proposed issuance and sale of the Securities. (ix) Purchaser has reviewed with its tax advisors the U.S. federal, state, local and foreign tax consequences of an investment in the Securities and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of AER or any of its agents and understands that Purchaser (and not AER) shall be responsible for Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (x) Purchaser's acquisition of the Securities is not the result a transaction (or any element of a breach series of transactions) that is a part of a representation, warranty plan or covenant by Purchaserscheme to evade the registration provisions of the Securities Act.

By Purchaser. Purchaser hereby represents and warrants to AER: (i) if any Seller shall have breached any representation, warranty, covenant or other agreement contained in this Agreement has been duly executed and such breach would give rise to delivered by Purchaser, and constitutes the failure legal, valid and binding obligation of a condition set forth Purchaser, enforceable in ARTICLE VIaccordance with its terms, unless such breach is fully cured (i.e.except as enforceability may be limited by applicable bankruptcy, neither insolvency and other laws and equitable principles affecting creditors' rights generally and the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business discretion of the Company and its Subsidiaries after the Closing) at the expense of Sellers and to the complete satisfaction of Purchaser on or before the Closing Date.courts in granting equitable remedies; (ii) if any Seller shall have breached any representation Purchaser will acquire the Shares, the Conversion Shares, the Warrant and the Warrant Shares (collectively the "Securities") for its own account, to hold for investment, and with no present intention of dividing its participation with others or warranty contained reselling or otherwise participating, directly or indirectly, in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VI and such breach objectively can not reasonably be cured to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Date, unless (x) Seller has, together with the additional disclosure relating to such breach provided pursuant to Section 5.6, provided a detailed calculation distribution of the estimated Purchaser Losses that can reasonably Securities, and it will not make any sale, transfer, or other disposition of the Securities in violation of the Securities Act or any applicable state securities laws (the "State Acts"). There will be anticipated might arise from such breach placed on the Warrant and Purchaser has agreed in good faith with such estimate, (y) such breach can be cured by monetary relief (i.e., neither any certificates for the breachShares, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) and (z) the Sellers agree to specifically indemnify Purchaser in accordance with ARTICLE VIII for any Purchaser Loss resulting from such breach, such indemnification not being subject to the limitations set forth in Section 8.2, and either (1) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) does not exceed five hundred thousand euros (€500,000); or (2) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,000) Conversion Shares and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(aWarrant Shares, a legend stating in substance: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT") and Section 1.4(cOR ANY STATE SECURITIES LAWS IN RELIANCE ON ONE OR MORE EXEMPTIONS THEREUNDER AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A SECURITIES PURCHASE AGREEMENT TO WHICH THE CORPORATION IS A PARTY. ANY TRANSFER OF THE SECURITIES REPRESENTED HEREBY IN VIOLATION OF SAID AGREEMENT SHALL BE VOID. THE CORPORATION WILL MAIL TO THE HOLDER OF THESE SECURITIES A COPY OF SUCH RESTRICTIONS WITHOUT CHARGE WITHIN FIVE (5) (and agree to revised allocation of the Cash Portion in a revised Exhibit 1.3(b) and 1.3(d) and to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case by the total amount of the agreed estimated Purchaser Loss without giving effect to the limitations set forth in ARTICLE VIII (the “Escrow Amount Increase”)DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFOR ADDRESSED TO THE CORPORATION. (iii) after January 18Purchaser, 2006 in offering to subscribe for the Securities hereunder, has been given access to all material and relevant information concerning AER, thereby enabling Purchaser to make an informed investment decision concerning the Securities. Purchaser has relied solely upon an independent investigation made by it and its representatives, if the Closing shall not have occurred on or any, and has, prior to January 18the date hereof, 2006been given access to and the opportunity to examine data and information relating to AER. In making its investment decision to purchase the Securities, Purchaser is not relying on any oral or written representations or assurances from AER or any other person or any representation of AER or any other person other than as set forth in this Agreement. Without limiting the foregoing, Purchaser has reviewed AER's Annual Report on Form 10-K for the year ended December 31, 1999 and if AER's Quarterly Report on Form 10-Q for the failure quarter ended September 30, 2000. Purchaser is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act. (iv) Purchaser understands and acknowledges that an investment in the Securities involves a high degree of risk. Purchaser represents that Purchaser is able to bear the economic risk of an investment in the Securities, which Purchaser acknowledges are currently illiquid and may remain illiquid indefinitely, including a possible total loss of its investment. In making this statement Purchaser hereby represents and warrants to AER that Purchaser has adequate means of providing for Purchaser's current needs and contingencies; Purchaser is able to afford to hold the Securities for an indefinite period and Purchaser further represents that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of the Closing investment in the Securities. Further, Purchaser represents that Purchaser has no present need for liquidity in the Securities and Purchaser is willing to occur accept such investment risks. (v) Purchaser understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon or made any recommendation or endorsement of AER or the Securities. (vi) This Agreement is made by AER with Purchaser in reliance upon Purchaser's representations and covenants made in this Section 3(b), which reliance by its execution of this Agreement Purchaser hereby confirms. (vii) Purchaser understands that the Securities have not been registered under the Securities Act or any State Acts and are being offered and sold pursuant to exemptions therefrom based in part upon the representations of Purchaser contained herein. (viii) Purchaser knows of no public solicitation or advertisement of an offer in connection with the proposed issuance and sale of the Securities. (ix) Purchaser has reviewed with its tax advisors the U.S. federal, state, local and foreign tax consequences of an investment in the Securities and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of AER or any of its agents and understands that Purchaser (and not AER) shall be responsible for Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (x) Purchaser's acquisition of the Securities is not the result a transaction (or any element of a breach series of transactions) that is a part of a representation, warranty plan or covenant by Purchaserscheme to evade the registration provisions of the Securities Act.

By Purchaser. (i) If prior to Closing, Purchaser breaches in any material respect any of its covenants, obligations, liabilities or duties hereunder without such breach being cured within applicable notice and cure periods, or in any documents or certificates executed and delivered by any of the Purchaser Parties in connection herewith, or if any of Purchaser's representations and warranties prove to be false in any material respect as of the date deemed to be made, then Seller shall have breached be entitled to elect one of the following options: (a) terminate its obligation to sell and Purchaser's obligation to purchase the Property and not proceed with Closing, whereupon Seller shall be entitled to prompt receipt of the Earnest Money from Escrow Agent pursuant to the Earnest Money T▇▇▇▇ ▇▇reement and/or Purchaser, as applicable, and ▇▇▇▇▇▇ the Earnest Money as its sole and exclusive remedy and as liquidated da▇▇▇▇▇ ▇or Purchaser's breach of this Agreement, any representationand all other claims for losses, warrantydamages, covenant costs and expenses being deemed waived hereby, provided however, the recovery of reasonable attorneys' fees (whether incurred in connection with nonjudicial action, prior to trial, at trial or other agreement contained on appeal or review, including any proceedings under the Bankruptcy Code) and expenses as hereinafter provided and any indemnification obligations set forth in this Agreement shall not be limited hereby; or (b) in the event Closing occurs, exercise the rights and such breach would give rise to the failure of a condition set forth in ARTICLE VI, unless such breach is fully cured (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) at the expense of Sellers and to the complete satisfaction of Purchaser on or before the Closing Date. (ii) if any Seller shall have breached any representation or warranty contained in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VI and such breach objectively can not reasonably be cured to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Date, unless (x) Seller has, together with the additional disclosure relating to such breach provided pursuant to Section 5.6, provided a detailed calculation of the estimated Purchaser Losses that can reasonably be anticipated might arise from such breach and Purchaser has agreed in good faith with such estimate, (y) such breach can be cured by monetary relief (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) and (z) the Sellers agree to specifically indemnify Purchaser in accordance with ARTICLE VIII for any Purchaser Loss resulting from such breach, such indemnification not being subject to the limitations remedies set forth in Section 8.26.3. Further, in the event Seller elects not to proceed to Closing and receives and retains the Earnest Money as provided herein, and either (1) because the estimated Purchaser Loss agreed by Sellers and Purchaser actual damages suff▇▇▇▇ ▇y Seller as reasonably required to be payable in respect a result of such breach by Purchaser would be impracticable or extremely difficult or impossible to determine, Purchaser and Seller agree that the amount of the Earnest Money shall be the amount of damages to which Seller is entit▇▇▇ ▇▇ such event and that the amount of such liquidated damages is reasonable and does not constitute a penalty. Upon full receipt of the Earnest Money by Seller pursuant to (without giving effect a) above, this Agreement, includ▇▇▇ ▇▇▇ purchase and sale obligations of Purchaser and Seller hereunder, shall be deemed automatically terminated, and the parties shall have no further rights, obligations or liabilities hereunder, provided however, the recovery of reasonable attorneys' fees (whether incurred in connection with nonjudicial action, prior to trial, at trial or on appeal or review, including any proceedings under the limitations Bankruptcy Code) and expenses as hereinafter provided and any indemnification obligations set forth in Section 8.2) does this Agreement shall not exceed five hundred thousand euros (€500,000); or (2) the estimated be limited hereby. If Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,000) and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(a) and Section 1.4(c) (and agree to revised allocation hinders, delays, contests or interferes with Seller's receipt or retention of the Cash Portion in a revised Exhibit 1.3(b) and 1.3(d) and Earnest Money (or attempts to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case by the total amount do any of the agreed estimated Purchaser Loss without giving effect foregoing), then in ▇▇▇ ▇▇▇ion brought thereon, the prevailing party shall be entitled to the limitations set forth recover reasonable attorney's fees and expenses (whether incurred in ARTICLE VIII (the “Escrow Amount Increase”). (iii) after January 18connection with nonjudicial action, 2006 if the Closing shall not have occurred on or prior to January 18trial, 2006at trial or on appeal or review, including any proceedings under the Bankruptcy Code). If Seller is the prevailing party, such amounts shall be in addition to retention of the Earnest Money, and if Purchaser is the failure prevailing party, such a▇▇▇▇▇▇ shall be in addition to the return of the Closing to occur is not the result of a breach of a representation, warranty or covenant Earnest Money by PurchaserSeller.

By Purchaser. (i) if any Seller shall have breached any representation, warranty, covenant or other agreement contained in In the event of a termination of this Agreement and such breach would give rise to the failure of a condition set forth in ARTICLE VI, unless such breach is fully cured (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) at the expense of Sellers and to the complete satisfaction of Purchaser on or before the Closing Date. (ii) if any Seller shall have breached any representation or warranty contained in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VI and such breach objectively can not reasonably be cured to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Date, unless (x) Seller has, together with the additional disclosure relating to such breach provided pursuant to Section 5.68.1(b) by Purchaser, this Agreement shall forthwith become void and of no effect other than as otherwise provided a detailed calculation herein and there shall be no liability on the part of any party hereto; provided that the estimated Deposit with accrued interest thereon shall be returned to Purchaser Losses that can reasonably be anticipated might arise from such breach (after notice and lapse of time as described below). If Purchaser has agreed in good faith with such estimate, (y) such breach can be cured by monetary relief (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) and (z) the Sellers agree to specifically indemnify Purchaser in accordance with ARTICLE VIII for any Purchaser Loss resulting from such breach, such indemnification not being subject terminated this Agreement pursuant to the limitations set forth in provisions of Section 8.2, and either (1) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) does not exceed five hundred thousand euros (€500,000); or (2) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,000) and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(a) and Section 1.4(c8.1(b) (including the first and agree to revised allocation of the Cash Portion in a revised Exhibit 1.3(bsecond provisos therein) and 1.3(d) and to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case by the total amount of the agreed estimated Purchaser Loss without giving effect to the limitations set forth in ARTICLE VIII (the “Escrow Amount Increase”). (iii) after January 18, 2006 if the Closing shall not have occurred on or prior to January 18, 2006, and if the failure of the Closing to occur is not the result because of a breach of a representationrepresentation and warranty contained in Section 4.2 by Seller, Purchaser's sole remedy therefor shall be the return of the Deposit and accrued interest thereon. If Purchaser has terminated this Agreement because of a breach of a representation and warranty contained in Section 4.1 or covenant by of any obligation of Seller hereunder, Purchaser may pursue all its remedies provided in Section 9.2. Purchaser shall notify Seller that Purchaser has terminated this Agreement pursuant to Section 8.1(b) and specify the grounds for such termination, and Seller shall have five (5) days after receipt of such notice to notify Purchaser that it disputes such termination, such notice to state the grounds for such dispute. If Seller does not so notify Purchaser that a dispute exists and the grounds therefor within such five (5) day period, Seller shall pay the Deposit and accrued interest thereon to Purchaser. If Seller sends such a notice of dispute to Purchaser within the five (5) day period, Seller shall continue to hold the Deposit in accordance with this Agreement until such time as the dispute has been resolved. The Deposit and accrued interest thereon shall then be disbursed in accordance with the resolution of the dispute. The successful party shall be reimbursed for all expenses, including reasonable attorneys' fees, incurred in connection with any successful action brought under this Section 8.2(c). Purchaser shall have no right to Consequential Damages. In no event shall Purchaser have the right to offset amounts due it under this Section 8.2(c) or under any other contract or agreement with Seller or any Affiliate of Seller.

By Purchaser. Purchaser hereby represents and warrants to AER: (i) if any Seller shall have breached any representation, warranty, covenant or other agreement contained in this Agreement has been duly executed and such breach would give rise to delivered by Purchaser, and constitutes the failure legal, valid and binding obligation of a condition set forth Purchaser, enforceable in ARTICLE VIaccordance with its terms, unless such breach is fully cured (i.e.except as enforceability may be limited by applicable bankruptcy, neither insolvency and other laws and equitable principles affecting creditors' rights generally and the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business discretion of the Company and its Subsidiaries after the Closing) at the expense of Sellers and to the complete satisfaction of Purchaser on or before the Closing Date.courts in granting equitable remedies; (ii) if any Seller shall have breached any representation Purchaser will acquire the Shares, the Conversion Shares, the Warrant and the Warrant Shares (collectively the "Securities") for its own account, to hold for investment, and with no present intention of dividing its participation with others or warranty contained reselling or otherwise participating, directly or indirectly, in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VI and such breach objectively can not reasonably be cured to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Date, unless (x) Seller has, together with the additional disclosure relating to such breach provided pursuant to Section 5.6, provided a detailed calculation distribution of the estimated Purchaser Losses that can reasonably Securities, and it will not make any sale, transfer, or other disposition of the Securities in violation of the Securities Act or any applicable state securities laws (the "State Acts"). There will be anticipated might arise from such breach placed on the Warrant and Purchaser has agreed in good faith with such estimate, (y) such breach can be cured by monetary relief (i.e., neither any certificates for the breachShares, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) and (z) the Sellers agree to specifically indemnify Purchaser in accordance with ARTICLE VIII for any Purchaser Loss resulting from such breach, such indemnification not being subject to the limitations set forth in Section 8.2, and either (1) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) does not exceed five hundred thousand euros (€500,000); or (2) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,000) Conversion Shares and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(aWarrant Shares, a legend stating in substance: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT") and Section 1.4(c) (and agree to revised allocation of the Cash Portion in a revised Exhibit 1.3(b) and 1.3(d) and to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case by the total amount of the agreed estimated Purchaser Loss without giving effect to the limitations set forth in ARTICLE VIII (the “Escrow Amount Increase”). (iii) after January 18, 2006 if the Closing shall not have occurred on or prior to January 18, 2006, and if the failure of the Closing to occur is not the result of a breach of a representation, warranty or covenant by Purchaser.OR ANY STATE SECURITIES LAWS IN RELIANCE ON ONE OR MORE EXEMPTIONS THEREUNDER AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A SECURITIES PURCHASE AGREEMENT TO WHICH THE CORPORATION IS A PARTY. ANY TRANSFER OF THE SECURITIES REPRESENTED HEREBY IN VIOLATION OF SAID AGREEMENT SHALL BE VOID. THE CORPORATION WILL MAIL TO THE HOLDER OF THESE SECURITIES A COPY OF SUCH RESTRICTIONS WITHOUT CHARGE WITHIN FIVE

By Purchaser. Purchaser hereby represents and warrants to AER: (i) if any Seller shall have breached any representation, warranty, covenant or other agreement contained in this Agreement has been duly executed and such breach would give rise to delivered by Purchaser, and constitutes the failure legal, valid and binding obligation of a condition set forth Purchaser, enforceable in ARTICLE VIaccordance with its terms, unless such breach is fully cured (i.e.except as enforceability may be limited by applicable bankruptcy, neither insolvency and other laws and equitable principles affecting creditors' rights generally and the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business discretion of the Company and its Subsidiaries after the Closing) at the expense of Sellers and to the complete satisfaction of Purchaser on or before the Closing Date.courts in granting equitable remedies; (ii) if any Seller shall have breached any representation Purchaser will acquire the Shares, the Conversion Shares, the Warrant and the Warrant Shares (collectively the "Securities") for its own account, to hold for investment, and with no present intention of dividing its participation with others or warranty contained reselling or otherwise participating, directly or indirectly, in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VI and such breach objectively can not reasonably be cured to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Date, unless (x) Seller has, together with the additional disclosure relating to such breach provided pursuant to Section 5.6, provided a detailed calculation distribution of the estimated Purchaser Losses that can reasonably Securities, and it will not make any sale, transfer, or other disposition of the Securities in violation of the Securities Act or any applicable state securities laws (the "State Acts"). There will be anticipated might arise from such breach placed on the Warrant and Purchaser has agreed in good faith with such estimate, (y) such breach can be cured by monetary relief (i.e., neither any certificates for the breachShares, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) and (z) the Sellers agree to specifically indemnify Purchaser in accordance with ARTICLE VIII for any Purchaser Loss resulting from such breach, such indemnification not being subject to the limitations set forth in Section 8.2, and either (1) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) does not exceed five hundred thousand euros (€500,000); or (2) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,000) Conversion Shares and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(aWarrant Shares, a legend stating in substance: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT") and Section 1.4(cOR ANY STATE SECURITIES LAWS IN RELIANCE ON ONE OR MORE EXEMPTIONS THEREUNDER AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A SECURITIES PURCHASE AGREEMENT TO WHICH THE CORPORATION IS A PARTY. ANY TRANSFER OF THE SECURITIES REPRESENTED HEREBY IN VIOLATION OF SAID AGREEMENT SHALL BE VOID. THE CORPORATION WILL MAIL TO THE HOLDER OF THESE SECURITIES A COPY OF SUCH RESTRICTIONS WITHOUT CHARGE WITHIN FIVE (5) (and agree to revised allocation of the Cash Portion in a revised Exhibit 1.3(b) and 1.3(d) and to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case by the total amount of the agreed estimated Purchaser Loss without giving effect to the limitations set forth in ARTICLE VIII (the “Escrow Amount Increase”)DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFOR ADDRESSED TO THE CORPORATION. (iii) after January 18Purchaser, 2006 in offering to subscribe for the Securities hereunder, has been given access to all material and relevant information concerning AER, thereby enabling Purchaser to make an informed investment decision concerning the Securities. Purchaser has relied solely upon an independent investigation made by it and its representatives, if the Closing shall not have occurred on or any, and has, prior to January 18the date hereof, 2006been given access to and the opportunity to examine data and information relating to AER. In making its investment decision to purchase the Securities, Purchaser is not relying on any oral or written representations or assurances from AER or any other person or any representation of AER or any other person other than as set forth in this Agreement. Without limiting the foregoing, Purchaser has reviewed AER's Annual Report on Form 10-K for the year ended December 31, 2001. Purchaser is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act. (iv) Purchaser understands and if acknowledges that an investment in the failure Securities involves a high degree of risk. Purchaser represents that Purchaser is able to bear the economic risk of an investment in the Securities, which Purchaser acknowledges are currently illiquid and may remain illiquid indefinitely, including a possible total loss of its investment. In making this statement Purchaser hereby represents and warrants to AER that Purchaser has adequate means of providing for Purchaser's current needs and contingencies, that Purchaser is able to afford to hold the Securities for an indefinite period and that Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of the Closing investment in the Securities. Further, Purchaser represents that Purchaser has no present need for liquidity in the Securities and Purchaser is willing to occur accept such investment risks. (v) Purchaser understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon or made any recommendation or endorsement of AER or the Securities. (vi) This Agreement is made by AER with Purchaser in reliance upon Purchaser's representations and covenants made in this Section 3(b), which reliance by its execution of this Agreement Purchaser hereby confirms. (vii) Purchaser understands that the Securities have not been registered under the Securities Act or any State Acts and are being offered and sold pursuant to exemptions therefrom based in part upon the representations of Purchaser contained herein. (viii) Purchaser knows of no public solicitation or advertisement of an offer in connection with the proposed issuance and sale of the Securities. (ix) Purchaser has reviewed with its tax advisors the U.S. federal, state, local and foreign tax consequences of an investment in the Securities and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of AER or any of its agents and understands that Purchaser (and not AER) shall be responsible for Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (x) Purchaser's acquisition of the Securities is not the result a transaction (or any element of a breach series of transactions) that is a part of a representation, warranty plan or covenant by Purchaserscheme to evade the registration provisions of the Securities Act.

By Purchaser. Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall execute and deliver, or cause to be executed and delivered, to Seller each of the following documents (where the execution or delivery of the documents is contemplated), deliver, or cause to be delivered, to Seller each of the following items (where the delivery of other items is contemplated) and take, or cause to be taken, the following actions (where the taking of action is contemplated): (i) if any Seller shall have breached any representation, warranty, covenant or other agreement contained in this Agreement and such breach would give rise to the failure of a condition set forth in ARTICLE VI, unless such breach is fully cured (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business payment of the Company and its Subsidiaries after the Closing) at the expense of Sellers and Purchase Price in immediately available funds which shall be wired to the complete satisfaction of a bank account designated by Seller pursuant to wire transfer instructions provided to Purchaser on or before the Closing Date.by Seller; (ii) if any Seller Purchaser shall have breached any representation or warranty contained deposit $3,000,000 of the Purchase Price (the “Inventory Escrow Amount”) in this Agreement which would give rise an escrow account to be held, safeguarded and released upon the receipt by Purchaser of substantially all of the Inventory pursuant to the failure terms of the Escrow Agreement, among Purchaser, Seller and the Escrow Agent, in such form as the Parties shall mutually agree (the “Escrow Agreement”); (iii) the Escrow Agreement, duly executed by Purchaser; (iv) the Transition Services Agreement, duly executed by Purchaser; (v) a condition set forth in ARTICLE VI and such breach objectively can certificate of the Secretary of State of the state of organization of Purchaser, dated not reasonably be cured more than 10 days prior to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Date, unless as to the existence and good standing of Purchaser; (xvi) Seller hasa certificate, together with dated as of the additional disclosure relating Closing Date, signed by the Secretary of Purchaser certifying (A) that attached to such breach provided pursuant to Section 5.6, provided a detailed calculation certificate are true and complete copies of the estimated Purchaser Losses that can reasonably be anticipated might arise from such breach and Purchaser has agreed in good faith with such estimateCharter Documents of Purchaser, (yB) such breach can be cured as to the incumbency and specimen signature of each Responsible Officer of Purchaser executing this Agreement and each other Transaction Document or any certificate or instrument furnished pursuant hereto and (C) that this Agreement and each other Transaction Document executed by monetary relief Purchaser is duly and validly authorized and constitutes a binding obligation of Purchaser; and (i.e.vii) a certificate, neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business dated as of the Company and its Subsidiaries after Closing Date, signed by a Responsible Officer of Purchaser certifying that the Closing) and (z) the Sellers agree to specifically indemnify Purchaser in accordance with ARTICLE VIII for any Purchaser Loss resulting from such breach, such indemnification not being subject to the limitations conditions set forth in Section 8.2, and either (1) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) does not exceed five hundred thousand euros (€500,000); or (2) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,0006.2(a) and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(a7.2(b) and Section 1.4(c) (and agree to revised allocation of the Cash Portion in a revised Exhibit 1.3(b) and 1.3(d) and to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case by the total amount of the agreed estimated Purchaser Loss without giving effect to the limitations set forth in ARTICLE VIII (the “Escrow Amount Increase”)have been satisfied. (iii) after January 18, 2006 if the Closing shall not have occurred on or prior to January 18, 2006, and if the failure of the Closing to occur is not the result of a breach of a representation, warranty or covenant by Purchaser.

By Purchaser. In the event that Purchaser defaults in the observance or performance of its covenants and obligations hereunder after written notice by Seller to Purchaser of such default and Purchaser's failure to cure such default within two (2) Business Days after receipt of such notice, Seller shall be entitled to terminate this Agreement with respect to any Facility for which a Facility Closing has not yet occurred and to which such default relates by written notice to Purchaser of such termination and shall also be entitled, as its sole and exclusive remedy hereunder, to receive payment from Escrow Agent of any Earn▇▇▇ ▇▇▇ey relating to such Facility then being held by Escrow Agent and not previously disbursed at any prior Facility Closing hereof as full liquidated damages for such default of Purchaser. The parties hereby acknowledge the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Seller upon Purchaser's default and that the aforesaid payments are intended not as a penalty, but as full liquidated damages and that such amounts constitutes a good faith estimate of the potential damages arising therefrom. Seller's right to so terminate this Agreement and to receive aforesaid payment as full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives, relinquishes, releases and covenants not to pursue any and all other rights and remedies, including, but not limited to (i) if any Seller shall have breached any representationright to sue ▇▇▇chaser for specific performance of this Agreement, warranty, covenant or other agreement contained in this Agreement and such breach would give rise to the failure of a condition set forth in ARTICLE VI, unless such breach is fully cured (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) at the expense of Sellers and to the complete satisfaction of Purchaser on or before the Closing Date. (ii) if any Seller shall have breached any representation right to sue ▇▇▇chaser for damages or warranty contained in this Agreement which would give rise to prove that Seller's actual damages exceed the failure of a condition set forth in ARTICLE VI and such breach objectively can not reasonably be cured to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Date, unless (x) Seller has, together with the additional disclosure relating to such breach provided pursuant to Section 5.6, provided a detailed calculation of the estimated Purchaser Losses that can reasonably be anticipated might arise from such breach and Purchaser has amounts agreed in good faith with such estimate, (y) such breach can be cured by monetary relief (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) and (z) the Sellers agree to specifically indemnify Purchaser in accordance with ARTICLE VIII for any Purchaser Loss resulting from such breach, such indemnification not being subject to the limitations set forth in Section 8.2upon herein as full liquidated damages, and either (1) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) does not exceed five hundred thousand euros (€500,000); or (2) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,000) and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(a) and Section 1.4(c) (and agree to revised allocation of the Cash Portion in a revised Exhibit 1.3(b) and 1.3(d) and to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case by the total amount of the agreed estimated Purchaser Loss without giving effect to the limitations set forth in ARTICLE VIII (the “Escrow Amount Increase”). (iii) after January 18any other right or remedy which Seller may otherwise have against Purchaser, 2006 if the Closing shall not have occurred on either hereunder, at law, in equity or prior to January 18, 2006, and if the failure of the Closing to occur is not the result of a breach of a representation, warranty or covenant by Purchaserotherwise.

By Purchaser. Purchaser hereby represents and warrants to AER: (i) if this Agreement has been duly executed and delivered by Purchaser, and constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency and other laws and equitable principles affecting creditors' rights generally and the discretion of the courts in granting equitable remedies; (ii) Purchaser will acquire the Shares, the Conversion Shares, the Warrant and the Warrant Shares (collectively the "Securities") for its own account, to hold for investment, and with no present intention of dividing its participation with others or reselling or otherwise participating, directly or indirectly, in a distribution of the Securities, and it will not make any Seller shall have breached any representationsale, warrantytransfer, covenant or other agreement contained disposition of the Securities in this Agreement violation of the Securities Act or any applicable state securities laws (the "State Acts"). There will be placed on the Warrant and such breach would give rise any certificates for the Shares, the Conversion Shares and the Warrant Shares, a legend stating in substance: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS IN RELIANCE ON ONE OR MORE EXEMPTIONS THEREUNDER AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A SECURITIES PURCHASE AGREEMENT TO WHICH THE CORPORATION IS A PARTY. ANY TRANSFER OF THE SECURITIES REPRESENTED HEREBY IN VIOLATION OF SAID AGREEMENT SHALL BE VOID. THE CORPORATION WILL MAIL TO THE HOLDER OF THESE SECURITIES A COPY OF SUCH RESTRICTIONS WITHOUT CHARGE WITHIN FIVE (5) DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFOR ADDRESSED TO THE CORPORATION. (iii) Purchaser, in offering to subscribe for the Securities hereunder, has been given access to all material and relevant information concerning AER, thereby enabling Purchaser to make an informed investment decision concerning the Securities. Purchaser has relied solely upon an independent investigation made by it and its representatives, if any, and has, prior to the failure date hereof, been given access to and the opportunity to examine data and information relating to AER. In making its investment decision to purchase the Securities, Purchaser is not relying on any oral or written representations or assurances from AER or any other person or any representation of a condition AER or any other person other than as set forth in ARTICLE VIthis Agreement. Without limiting the foregoing, unless Purchaser has reviewed AER's Annual Report on Form 10-K for the year ended December 31, 2000 and AER's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. Purchaser is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act. (iv) Purchaser understands and acknowledges that an investment in the Securities involves a high degree of risk. Purchaser represents that Purchaser is able to bear the economic risk of an investment in the Securities, which Purchaser acknowledges are currently illiquid and may remain illiquid indefinitely, including a possible total loss of its investment. In making this statement Purchaser hereby represents and warrants to AER that Purchaser has adequate means of providing for Purchaser's current needs and contingencies; Purchaser is able to afford to hold the Securities for an indefinite period and Purchaser further represents that Purchaser has such breach knowledge and experience in financial and business matters that Purchaser is fully cured (i.e., neither capable of evaluating the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business merits and risks of the Company investment in the Securities. Further, Purchaser represents that Purchaser has no present need for liquidity in the Securities and Purchaser is willing to accept such investment risks. (v) Purchaser understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon or made any recommendation or endorsement of AER or the Securities. (vi) This Agreement is made by AER with Purchaser in reliance upon Purchaser's representations and covenants made in this Section 3(b), which reliance by its Subsidiaries after execution of this Agreement Purchaser hereby confirms. (vii) Purchaser understands that the Closing) at Securities have not been registered under the expense of Sellers Securities Act or any State Acts and are being offered and sold pursuant to exemptions therefrom based in part upon the complete satisfaction representations of Purchaser on or before the Closing Datecontained herein. (ii) if any Seller shall have breached any representation or warranty contained in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VI and such breach objectively can not reasonably be cured to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Date, unless (x) Seller has, together with the additional disclosure relating to such breach provided pursuant to Section 5.6, provided a detailed calculation of the estimated Purchaser Losses that can reasonably be anticipated might arise from such breach and Purchaser has agreed in good faith with such estimate, (y) such breach can be cured by monetary relief (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) and (z) the Sellers agree to specifically indemnify Purchaser in accordance with ARTICLE VIII for any Purchaser Loss resulting from such breach, such indemnification not being subject to the limitations set forth in Section 8.2, and either (1) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) does not exceed five hundred thousand euros (€500,000); or (2) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,000) and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(a) and Section 1.4(c) (and agree to revised allocation of the Cash Portion in a revised Exhibit 1.3(b) and 1.3(d) and to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case by the total amount of the agreed estimated Purchaser Loss without giving effect to the limitations set forth in ARTICLE VIII (the “Escrow Amount Increase”). (iii) after January 18, 2006 if the Closing shall not have occurred on or prior to January 18, 2006, and if the failure of the Closing to occur is not the result of a breach of a representation, warranty or covenant by Purchaser.

By Purchaser. (i) if any If prior to Closing, there occurs a Purchaser's Default, then Seller shall have breached any representationbe entitled: (a) to terminate its obligations to sell and Purchaser's obligation to purchase the Loan Documents and Claims, warrantyRights and Benefits and not to proceed with Closing, covenant whereupon Seller shall be entitled to retain the ▇▇▇▇▇▇▇ Money as its sole and exclusive remedy (subject to its further right to recover additional damages and attorneys' fees and expenses as hereinafter provided), as liquidated damages for Purchaser's breach of its purchase obligations under this Agreement; or other agreement contained (b) to proceed to Closing and in this Agreement and such breach would give rise the event Closing occurs, to the failure of a condition set forth in ARTICLE VI, unless such breach is fully cured (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company rights and its Subsidiaries after the Closing) at the expense of Sellers and to the complete satisfaction of Purchaser on or before the Closing Date. (ii) if any Seller shall have breached any representation or warranty contained in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VI and such breach objectively can not reasonably be cured to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Date, unless (x) Seller has, together with the additional disclosure relating to such breach provided pursuant to Section 5.6, provided a detailed calculation of the estimated Purchaser Losses that can reasonably be anticipated might arise from such breach and Purchaser has agreed in good faith with such estimate, (y) such breach can be cured by monetary relief (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) and (z) the Sellers agree to specifically indemnify Purchaser in accordance with ARTICLE VIII for any Purchaser Loss resulting from such breach, such indemnification not being subject to the limitations remedies set forth in Section 8.27.3. Further, in the event Seller elects not to proceed to Closing and retain the ▇▇▇▇▇▇▇ Money as provided herein, and either (1) because the estimated Purchaser Loss agreed actual damages suffered by Sellers and Purchaser Seller as reasonably required to be payable in respect a result of such breach (without giving effect by Purchaser would be impracticable or extremely difficult or impossible to determine, Purchaser agrees that the limitations set forth in Section 8.2) does not exceed five hundred thousand euros (€500,000); or (2) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,000) and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(a) and Section 1.4(c) (and agree to revised allocation of the Cash Portion in a revised Exhibit 1.3(b) and 1.3(d) and to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case by the total amount of the agreed estimated ▇▇▇▇▇▇▇ Money is a reasonable estimate of damages to which Seller is entitled in such event and that the amount of such liquidated damages does not constitute a penalty. Upon the election of Seller to retain the ▇▇▇▇▇▇▇ Money pursuant to (a) above, this Agreement, including the purchase and sale obligations of Purchaser Loss without giving effect and Seller hereunder, shall be deemed automatically terminated (except for such provisions as survive termination), and the parties shall have no further rights, obligations or liabilities hereunder, except in the event the Purchaser wrongfully hinders, delays, contests or interferes with Seller's retention of same (or attempts to do any of the limitations set forth foregoing). If Purchaser wrongfully hinders, delays, contests or interferes with Seller's retention of the ▇▇▇▇▇▇▇ Money (or attempts to do any of the foregoing), then Seller shall be entitled to recover any additional actual damages (excluding "lost profits," special and consequential damages) arising from Purchaser's breach (including reasonable attorney's fees and expenses (whether incurred in ARTICLE VIII (the “Escrow Amount Increase”). (iii) after January 18connection with nonjudicial action, 2006 if the Closing shall not have occurred on or prior to January 18trial, 2006at trial or on appeal or review, and if including any proceedings under the failure of Bankruptcy Code)), in addition to retaining the Closing to occur is not the result of a breach of a representation, warranty or covenant by Purchaser▇▇▇▇▇▇▇ Money.

By Purchaser. Purchaser hereby represents and warrants for the benefit of Seller that: (ia) if any Seller shall have breached any representationPurchaser has the right, warrantylegal capacity, covenant or other agreement contained in and authority to execute and deliver this Purchase Agreement and such breach would give rise to consummate the failure transactions contemplated by this Purchase Agreement. This Purchase Agreement has been duly and validly executed and delivered by Purchaser, constitutes the valid legal and binding agreement of a condition set forth in ARTICLE VIPurchaser, unless such breach and is fully cured (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) at the expense of Sellers and to the complete satisfaction of Purchaser on or before the Closing Date. (ii) if any Seller shall have breached any representation or warranty contained in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VI and such breach objectively can not reasonably be cured to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Date, unless (x) Seller has, together with the additional disclosure relating to such breach provided pursuant to Section 5.6, provided a detailed calculation of the estimated Purchaser Losses that can reasonably be anticipated might arise from such breach and Purchaser has agreed in good faith with such estimate, (y) such breach can be cured by monetary relief (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) and (z) the Sellers agree to specifically indemnify enforceable against Purchaser in accordance with ARTICLE VIII its terms. No approval of any person or entity is required for the execution of this Purchase Agreement by Purchaser or the consummation of any of the transactions contemplated by this Purchase Agreement. (b) Purchaser Loss resulting from has independently made its own analysis of the Loan and the Loan Documents based on such breachdocuments and information as it has deemed appropriate, such indemnification not being subject and has independently decided to purchase the limitations Loan and the Loan Documents on the terms and conditions set forth in Section 8.2this Purchase Agreement. Purchaser expressly acknowledges that Purchaser's acquisition of all of Seller's right, title and eitherinterest in and to the Loan and the Loan Documents hereunder is and shall be on an "AS IS", "WHERE IS" and "WITH ALL FAULTS" basis. (1c) The Purchase Price and the estimated terms and conditions of the acquisition are the result of arms'-length bargaining between the parties. (d) Purchaser Loss agreed will purchase the Loan and the Loan Documents WITHOUT RECOURSE TO SELLER for any default under the Loan and the Loan Documents by Sellers (i) Borrower, (ii) any assignee or transferee of Borrower, or (iii) any subsequent assignee or transferee of Borrower's rights and obligations under the Loan and the Loan Documents. (e) Closing of Purchaser's acquisition of the Loan and the Loan Documents is not contingent on the occurrence of any other matter or event including, without limitation, Purchaser as reasonably required obtaining any consent or approval or Purchaser's obtaining or otherwise qualifying for financing. (f) Purchaser agrees that if any of the representations and warranties made by Purchaser pursuant to this Purchase Agreement shall be determined to be payable in respect false or incorrect, or if Purchaser shall fail to perform any of such breach (without giving effect to the limitations obligations, conditions or agreements set forth in Section 8.2) does not exceed five hundred thousand euros this Purchase Agreement, then Purchaser agrees to indemnify, defend and hold harmless Seller from and against any and all damages, claims, losses, expenses, obligations and liabilities (€500,000); or (2) including, without limiting the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,000) and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(a) and Section 1.4(c) (and agree to revised allocation generality of the Cash Portion in a revised Exhibit 1.3(b) foregoing, liabilities for taxes and 1.3(d) and to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case attorneys' fees suffered, directly or indirectly by the total amount of the agreed estimated Purchaser Loss without giving effect to the limitations set forth in ARTICLE VIII (the “Escrow Amount Increase”Seller). (iii) after January 18, 2006 if the Closing shall not have occurred on or prior to January 18, 2006, and if the failure of the Closing to occur is not the result of a breach of a representation, warranty or covenant by Purchaser.

By Purchaser. Time of Purchaser’s performance is of the essence of this Agreement. In the event Purchaser fails to make any payment required under this Agreement within five (i5) if days after notice from Seller that such payment is due, fails to close its purchase of the Unit when required herein, or to perform any Seller shall have breached any representation, warranty, covenant or other agreement contained in obligation of Purchaser under this Agreement and fails to cure such breach would give rise default within 10 days after notice from Seller specifying in reasonable detail such default, Seller may declare Purchaser to be in default of this Agreement by notice to Purchaser and may, in addition to exercising all other remedies available to Seller under this Agreement, at law, or in equity, terminate this Agreement. UPON SUCH TERMINATION, THE ENTIRE AMOUNT PAID BY PURCHASER UNDER THIS AGREEMENT, PLUS ANY INTEREST EARNED ON SUCH AMOUNT, MAY, AT SELLER’S SOLE OPTION, BE RELEASED TO SELLER AND RETAINED BY SELLER AS LIQUIDATED DAMAGES WITH RESPECT TO SUCH DEFAULT. Seller’s election not to terminate this Agreement shall not preclude Seller from thereafter electing to terminate this Agreement and receive the failure entire amount paid by Purchaser under this Agreement, plus any interest earned thereon. Seller’s election regarding whether or not to retain such amounts as liquidated damages may be exercised arbitrarily and in Seller’s sole and absolute discretion. Without limitation of a condition set forth any other rights of Seller, in ARTICLE VI, unless such breach is fully cured (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) event Purchaser fails to close this transaction at the expense of Sellers and to the complete satisfaction of Purchaser on or before the Closing Date. (ii) if any Seller shall have breached any representation or warranty contained in this Agreement which would give rise to the failure of a condition set forth in ARTICLE VI and such breach objectively can not reasonably scheduled closing, then closing may be cured to the complete satisfaction of Purchaser by Sellers’ using their best efforts before the Closing Dateextended at Seller’s option, unless (x) Seller has, together with the additional disclosure relating to such breach provided pursuant to Section 5.6, provided a detailed calculation of the estimated Purchaser Losses that can reasonably be anticipated might arise from such breach and Purchaser has agreed in good faith with such estimate, (y) such breach can be cured by monetary relief (i.e., neither the breach, the circumstances relating thereto nor the cure thereof will have a continuing effect on the business of the Company and its Subsidiaries after the Closing) and (z) the Sellers agree to specifically indemnify Purchaser in accordance with ARTICLE VIII for any Purchaser Loss resulting from such breach, such indemnification not being subject to number of days past the limitations set forth scheduled Closing Date as determined by Seller in Section 8.2, and either (1) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) does not exceed five hundred thousand euros (€500,000); or (2) the estimated Purchaser Loss agreed by Sellers and Purchaser as reasonably required to be payable in respect of such breach (without giving effect to the limitations set forth in Section 8.2) exceeds five hundred thousand euros (€500,000) but is less than five million euros (€5,000,000) and the Sellers and Purchaser agree to decrease the cash to be paid at Closing pursuant to Section 1.4(a) and Section 1.4(c) (and agree to revised allocation of the Cash Portion in a revised Exhibit 1.3(b) and 1.3(d) and to increase the Escrow Amount payable pursuant to Section 1.4(f) in each case by the total amount of the agreed estimated Purchaser Loss without giving effect to the limitations set forth in ARTICLE VIII Seller’s sole discretion (the “Escrow Amount IncreaseExtension Period”). (iii) after January 18. As additional liquidated damages for the closing delay, 2006 if the Closing shall not have occurred on or prior to January 18, 2006, and if the failure that portion of the closing costs which Purchaser is obligated to pay shall be increased by $50.00 per day for each day of the Extension Period commencing on the scheduled Closing Date and continuing until and including the actual Closing Date. That portion of the closing costs which Seller would otherwise have been obligated to pay shall be decreased by the same amount. At any time during the Extension Period, Seller may elect to require that the closing occur is by giving Purchaser written notice of the date on which the closing must occur (the “Revised Closing Date”). Seller’s remedies under this Section 4.2 are cumulative and may be pursued concurrently, independently, or successively, in any order whatsoever. The parties acknowledge the difficulty of determining the actual damages resulting from a default by Purchaser under this Agreement and agree that the liquidated damages described in this Section 4.2 represent a reasonable estimate of such damages and are not the result of a breach of a representation, warranty or covenant by Purchaserpenalty.