Common use of Acquired Interests Clause in Contracts

Acquired Interests. Seller owns indirectly through the Subsidiary Transferor, of record and beneficially one hundred percent (100%) of the equity interests of HoldCo. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its Subsidiaries. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo or any of its Subsidiaries, (ii) securities of HoldCo or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of HoldCo or any of its Subsidiaries or (iii) options or other rights to acquire from HoldCo or any of its Subsidiaries, or other obligation of HoldCo or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo or any of its Subsidiaries, or any obligations of HoldCo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each Subsidiary Transferor) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferor) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its Subsidiariesthe Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo or any of its Subsidiariesthe Project Company, (ii) securities of HoldCo or any of its Subsidiaries the Project Company convertible into or exchangeable for any equity interests or voting securities of HoldCo or any of its Subsidiaries the Project Company or (iii) options or other rights to acquire from HoldCo or any of its Subsidiariesthe Project Company, or other obligation of HoldCo or any of its Subsidiaries the Project Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo or any of its Subsidiariesthe Project Company, or any obligations of HoldCo the Project Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries or restrictions arising under applicable securities lawsPermitted Liens.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo the Project Company and each of its Subsidiariesthe Property Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo the Project Company or any of its SubsidiariesProperty Company, (ii) securities of HoldCo the Project Company or any of its Subsidiaries Property Company convertible into or exchangeable for any equity interests or voting securities of HoldCo the Project Company or any of its Subsidiaries Property Company, as applicable, or (iii) options or other rights to acquire from HoldCo the Project Company or any of its SubsidiariesProperty Company, or other obligation of HoldCo the Project Company or any of its Subsidiaries Property Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo the Project Company or any of its SubsidiariesProperty Company, or any obligations of HoldCo the Project Company, the Property Company or any of its their Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens. Each of the Project Company and the Property Company has good title to, or subject to the terms and conditions of any obligations imposed under leases, the Organization Documents right to use, its respective material real property and other material assets free and clear of HoldCo or its Subsidiaries or restrictions arising under applicable securities lawsall Liens other than Permitted Liens.

Acquired Interests. Seller owns indirectly through the Subsidiary Transferor, of record and beneficially one hundred percent (100%) of the equity interests of HoldCo. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified for such Acquisition as set forth in Part I of Section B of the Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its Subsidiariesfor such Acquisition. All of the interests described in Part I of Section B of the Appendix C for such Acquisition have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix CSection B of such Appendix, there are no outstanding (i) equity interests or voting securities of HoldCo or any of its Subsidiariesthe Project Company for such Acquisition, (ii) securities of HoldCo or any of its Subsidiaries the Project Company for such Acquisition convertible into or exchangeable for any equity interests or voting securities of HoldCo or any of its Subsidiaries such Project Company or (iii) options or other rights to acquire from HoldCo or any of its Subsidiariesthe Project Company for such Acquisition, or other obligation of HoldCo or any of its Subsidiaries such Project Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo or any of its Subsidiariessuch Project Company, or any obligations of HoldCo or any of its Subsidiaries such Project Company to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each Subsidiary Transferor) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired InterestsInterests for such Acquisition, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractualcontractual right, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired InterestsInterests for such Acquisition. On the Closing DateDate of such Acquisition, Seller (or, if applicable, the Subsidiary Transferor) will convey to Purchaser (or the applicable Subsidiary Purchaser) good and valid title to the Acquired Interests for such Acquisition free and clear of all Liens other than any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries the Project Company or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its Subsidiariesthe Project Companies. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (ia) equity interests or voting securities of HoldCo Topco or any of its Subsidiaries, (iib) securities of HoldCo Topco or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of HoldCo Topco or any of its Subsidiaries or (iiic) options or other rights to acquire from HoldCo Topco or any of its Subsidiaries, or other obligation of HoldCo Topco or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo Topco or any of its Subsidiaries, or any obligations of HoldCo Topco or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries or restrictions arising under applicable securities lawsPermitted Liens.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates, of record and beneficially one hundred percent (100%) of the equity interests of HoldCo. As of immediately prior to the Closing, HoldCo Seller will own, directly or indirectly through one or more Seller Affiliates, of record and beneficially, one hundred percent (100%) of the Acquired Interests in the Project Company specified in Part I of Appendix C. Interests. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of NewCo, HoldCo and each of its Subsidiaries. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of NewCo, HoldCo or any of its Subsidiaries, (ii) securities of NewCo, HoldCo or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of NewCo, HoldCo or any of its Subsidiaries or (iii) options or other rights to acquire from NewCo, HoldCo or any of its Subsidiaries, or other obligation of NewCo, HoldCo or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of NewCo, HoldCo or any of its Subsidiaries, or any obligations of NewCo, HoldCo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferor) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries or restrictions arising under applicable securities laws.Acquired

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates, of record and beneficially one hundred percent (100%) of the equity interests of HoldCo. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests and a 50% interest in all of the right, title and interest in the Project Company specified in Part I of Appendix C. loan agreement dated November 10, 2016 among WIFN BR Borrower LP, as borrower, SRE Belle River LP Holdings LP, as lender, and Belle River LP Holdings, as lender. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo the Acquired Entities and each of its their respective Subsidiaries. All of the interests interests, directly or indirectly owned by the Seller, described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries, (ii) securities of HoldCo each of the Acquired Entities or any of its their respective Subsidiaries convertible into or exchangeable for any equity interests or voting securities of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries or (iii) options or other rights to acquire from HoldCo any of the Acquired Entities or any of its their respective Subsidiaries, or other obligation of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries, or any obligations of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, has full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser Purchasers has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser Purchasers good and valid title to the Acquired Interests and a 50% interest in all of the right, title and interest in the loan agreement dated November 10, 2016 among WIFN BR Borrower LP, as borrower, SRE Belle River LP Holdings LP, as lender, and Belle River LP Holdings, as lender free and clear of all Liens Liens, other than (i) any Liens granted by the Purchasers pursuant to the Term Loan Agreement and (ii) any obligations imposed under the Organization Documents of HoldCo the Acquired Entities or its their respective Subsidiaries or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates, of record and beneficially one hundred percent (100%) of the equity interests of HoldCo. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests and a 50% interest in all of the right, title and interest in the Project Company specified in Part I of Appendix C. loan agreement dated May 2, 2017 among WIFN NK Borrower LP, as borrower, SRE North Kent 1 LP Holdings LP, as lender, and North Kent Wind 1 LP Holdings, as lender. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo the Acquired Entities and each of its their respective Subsidiaries. All of the interests interests, directly or indirectly owned by the Seller, described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries, (ii) securities of HoldCo each of the Acquired Entities or any of its their respective Subsidiaries convertible into or exchangeable for any equity interests or voting securities of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries or (iii) options or other rights to acquire from HoldCo any of the Acquired Entities or any of its their respective Subsidiaries, or other obligation of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries, or any obligations of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, has full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser good and valid title to the Acquired Interests and a 50% interest in all of the right, title and interest in the loan agreement dated May 2, 2017 among WIFN NK Borrower LP, as borrower, SRE North Kent 1 LP Holdings LP, as lender, and North Kent Wind 1 LP Holdings, as lender free and clear of all Liens Liens, other than (i) any Liens granted by the Purchaser pursuant to the Term Loan Agreement and (ii) any obligations imposed under the Organization Documents of HoldCo the Acquired Entities or its their respective Subsidiaries or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its Subsidiariesthe Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (ia) equity interests or voting securities of HoldCo Xxxxxx Ridge IV B Member LLC, a Delaware limited liability company (“Xxxxxx Ridge B Member”), or any of its Subsidiaries, (iib) securities of HoldCo Xxxxxx Ridge B Member or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of HoldCo Xxxxxx Ridge B Member or any of its Subsidiaries or (iiic) options or other rights to acquire from HoldCo Xxxxxx Ridge B Member or any of its Subsidiaries, or other obligation of HoldCo Xxxxxx Ridge B Member or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo Xxxxxx Ridge B Member or any of its Subsidiaries, or any obligations of HoldCo Xxxxxx Ridge B Member or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries or restrictions arising under applicable securities lawsPermitted Liens.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its Subsidiariesthe Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (ia) equity interests or voting securities of HoldCo Xxxxx’x Gap B Member LLC or any of its Subsidiaries, (iib) securities of HoldCo Xxxxx’x Gap B Member LLC or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of HoldCo Xxxxx’x Gap B Member LLC or any of its Subsidiaries or (iiic) options or other rights to acquire from HoldCo Xxxxx’x Gap B Member LLC or any of its Subsidiaries, or other obligation of HoldCo Xxxxx’x Gap B Member LLC or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo Xxxxx’x Gap B Member LLC or any of its Subsidiaries, or any obligations of HoldCo Xxxxx’x Gap B Member LLC or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries or restrictions arising under applicable securities lawsPermitted Liens.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its Subsidiariesthe Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo Panhandle Holdco or any of its Subsidiaries, (ii) securities of HoldCo Panhandle Holdco or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of HoldCo Panhandle Holdco or any of its Subsidiaries or (iii) options or other rights to acquire from HoldCo Panhandle Holdco or any of its Subsidiaries, or other obligation of HoldCo Panhandle Holdco or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo Panhandle Holdco or any of its Subsidiaries, or any obligations of HoldCo Panhandle Holdco or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries or restrictions arising under applicable securities lawsPermitted Liens.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates, of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo the Project Company, the General Partner and each of its their respective Subsidiaries. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo the Project Company, the General Partner or any of its their respective Subsidiaries, (ii) securities of HoldCo the Project Company, the General Partner or any of its their respective Subsidiaries convertible into or exchangeable for any equity interests or voting securities of HoldCo the Project Company, the General Partner or any of its their respective Subsidiaries or (iii) options or other rights to acquire from HoldCo the Project Company, the General Partner or any of its their respective Subsidiaries, or other obligation of HoldCo the Project Company or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo the Project Company, the General Partner or any of its their respective Subsidiaries, or any obligations of HoldCo the Project Company, the General Partner or any of its their respective Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser Purchasers has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser Purchasers good and valid title to the Acquired Interests free and clear of all Liens other than (i) any Liens granted by the Purchasers pursuant to the Term Loan Agreement and (ii) any obligations imposed under the Organization Documents of HoldCo the Project Company, the General Partner or its their respective Subsidiaries or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its Subsidiariesthe Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-non- assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo or any of its Subsidiariesthe Project Company, (ii) securities of HoldCo or any of its Subsidiaries the Project Company convertible into or exchangeable for any equity interests or voting securities of HoldCo or any of its Subsidiaries the Project Company or (iii) options or other rights to acquire from HoldCo or any of its Subsidiariesthe Project Company, or other obligation of HoldCo or any of its Subsidiaries the Project Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo or any of its Subsidiariesthe Project Company, or any obligations of HoldCo the Project Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-non- assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries or restrictions arising under applicable securities lawsPermitted Liens.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates, of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo the Acquired Entities and each of its their respective Subsidiaries. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries, (ii) securities of HoldCo each of the Acquired Entities or any of its their respective Subsidiaries convertible into or exchangeable for any equity interests or voting securities of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries or (iii) options or other rights to acquire from HoldCo any of the Acquired Entities or any of its their respective Subsidiaries, or other obligation of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries, or any obligations of HoldCo any of the Acquired Entities or any of its their respective Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser Purchasers has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser Purchasers good and valid title to the Acquired Interests free and clear of all Liens Liens, other than (i) any Liens granted by the Purchasers pursuant to the Term Loan Agreement and (ii) any obligations imposed under the Organization Documents of HoldCo the Acquired Entities or its their respective Subsidiaries or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its Subsidiariesthe Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-non- assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo Panhandle Holdco or any of its Subsidiaries, (ii) securities of HoldCo Panhandle Holdco or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of HoldCo Panhandle Holdco or any of its Subsidiaries or (iii) options or other rights to acquire from HoldCo Panhandle Holdco or any of its Subsidiaries, or other obligation of HoldCo Panhandle Holdco or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo Panhandle Holdco or any of its Subsidiaries, or any obligations of HoldCo Panhandle Holdco or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries or restrictions arising under applicable securities lawsPermitted Liens.

Acquired Interests. Seller owns indirectly through the Subsidiary Transferor, directly of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its SubsidiariesAcquired Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo or any of its SubsidiariesAcquired Company, (ii) securities of HoldCo or any of its Subsidiaries Acquired Company convertible into or exchangeable for any equity interests or voting securities of HoldCo or any of its Subsidiaries Acquired Company or (iii) options or other rights to acquire from HoldCo or any of its SubsidiariesAcquired Company, or other obligation of HoldCo or any of its Subsidiaries Acquired Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo or any of its SubsidiariesAcquired Company, or any obligations of HoldCo or any of its Subsidiaries Acquired Company to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each Subsidiary Transferor) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser Purchasers has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller will convey to Purchasers (or, if to the extent applicable, the PEGI Subsidiary TransferorTransferee) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than (i) any Liens granted to the financing parties pursuant to the LC Documents (as defined in the LC Reimbursement Agreement) and (ii) any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries the Acquired Companies or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its Subsidiariesthe Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo Panhandle Holdco or any of its Subsidiaries, (ii) securities of HoldCo Panhandle Holdco or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of HoldCo Panhandle Holdco or any of its Subsidiaries or (iii) options or other rights to acquire from HoldCo Panhandle Holdco or any of its Subsidiaries, or other obligation of HoldCo Panhandle Holdco or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo Panhandle Holdco or any of its Subsidiaries, or any obligations of HoldCo Panhandle Holdco or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorTransferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries or restrictions arising under applicable securities lawsPermitted Liens.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more of its Affiliates, of record and beneficially one hundred percent (100%) of the equity interests of HoldCo. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified for such Acquisition as set forth in Part I of Section B of the Appendix C. for such Acquisition. Part I of Section B of the Appendix C for such Acquisition sets forth the equity capitalization (or proposed equity capitalization) of each HoldCo and each of its Subsidiariesfor such Acquisition. All of the interests described in Part I of Section B of the Appendix C for such Acquisition have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix CSection B of such Appendix, there are no outstanding (i) equity interests or voting securities of any applicable HoldCo or any of its Subsidiariesthe Project Company for such Acquisition, (ii) securities of any applicable HoldCo or any of its Subsidiaries the Project Company for such Acquisition convertible into or exchangeable for any equity interests or voting securities of such HoldCo or any of its Subsidiaries the Project Company for such Acquisition or (iii) options or other rights to acquire from such HoldCo or any of its Subsidiariesthe Project Company for such Acquisition, or other obligation of such HoldCo or any of its Subsidiaries the Project Company for such Acquisition to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of such HoldCo or any of its SubsidiariesProject Company, or any obligations of such HoldCo or any of its Subsidiaries the Project Company for such Acquisition to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary TransferorTransferors for such Acquisition) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired InterestsInterests for such Acquisition, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractualcontractual right, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor for such Acquisition of any of the Acquired InterestsInterests for such Acquisition. On the Closing DateDate of such Acquisition, Seller (or, if applicable, the Subsidiary TransferorTransferors for such Acquisition) will convey to Purchaser (or the applicable Subsidiary Purchaser) good and valid title to the Acquired Interests for such Acquisition free and clear of all Liens other than any obligations imposed under the Organization Documents of any applicable HoldCo or its Subsidiaries the Project Company or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns owns, directly or indirectly through the Subsidiary Transferorone or more Seller Affiliates, of record and beneficially one hundred percent (100%) of the equity interests of HoldCoAcquired Interests. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its Subsidiariesthe Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo or any of its Subsidiariesthe Project Company, (ii) securities of HoldCo or any of its Subsidiaries the Project Company convertible into or exchangeable for any equity interests or voting securities of HoldCo or any of its Subsidiaries the Project Company or (iii) options or other rights to acquire from HoldCo or any of its Subsidiariesthe Project Company, or other obligation of HoldCo or any of its Subsidiaries the Project Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo or any of its Subsidiariesthe Project Company, or any obligations of HoldCo or any of its Subsidiaries the Project Company to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each the Subsidiary Transferor) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser Purchasers has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any the Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferor) will convey to Purchaser Purchasers good and valid title to the Acquired Interests free and clear of all Liens other than (i) any Liens granted to the financing parties pursuant to the LC Reimbursement Agreement and (ii) any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries the Project Company or restrictions arising under applicable securities laws.