Common use of Buyer’s Closing Deliverables Clause in Contracts

Buyer’s Closing Deliverables. At the Closing, Buyer shall deliver, or cause to be delivered: (a) to Seller each of the following: (i) a wire transfer of immediately available funds (to such account as Seller shall have given notice to Buyer not less than two (2) Business Days prior to the Closing Date) in an amount equal to the sum of (i) the Base Purchase Price plus (ii) the Closing Date Aggregate Net Working Capital Adjustment Amount (whether a positive or a negative amount) minus (iii) the amount of the Project Financing Payoff Amount; (ii) the certificate required to be delivered pursuant to Section 8.3 hereof; (iii) an executed counterpart of the Interests Assignment and Assumption Agreement; (iv) an executed counterpart of the O&M Agreement, the Energy Management Agreement and the Transition Services Agreement; (v) the Form 8023 signed by an authorized representative of Buyer or its applicable Affiliate as required by such Form 8023; (vi) such resolutions, certificates or other documents as Seller may reasonably request to establish the authorization, execution, delivery, validity, binding effect or enforceability of any Transaction Document to be delivered at Closing by Buyer; (vii) the Continuing Support Letter of Credit if required under Section 6.5(b); and (viii) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Buyer at or prior to the Closing in connection with the transactions contemplated by this Agreement and the other Transaction Documents; and (b) to the Project Financing Administrative Agent and any other Persons required to receive funds pursuant a Project Financing Payoff Letter, wire transfers of immediately available funds (to such accounts as the Persons entitled to receive funds pursuant to the Project Financing Payoff Letters shall have given notice to Buyer not less than two (2) Business Days prior to the Closing Date) in an aggregate amount equal to the Project Financing Payoff Amount.

Buyer’s Closing Deliverables. At the Closing and as a condition of Closing, Buyer shall deliverdeliver to the Seller or Diane Brackett Company, or cause to be delivered: (a) to Seller each of Inc., as applicable, the following: (i) 0.0.0 Xxxx, xxred funds or a wire transfer of immediately available funds (to such account as Seller shall have given notice to Buyer not less than two (2) Business Days prior certified or cashier's check payable to the Closing Date) in an amount equal to the sum of (i) the Base Purchase Price plus (ii) the Closing Date Aggregate Net Working Capital Adjustment Amount (whether a positive or a negative amount) minus (iii) the amount order of the Project Financing Payoff AmountSeller representing the cash portion of the Acquisition Price, adjusted for the prorations and adjustments provided for herein; 6.5.2 Such instruments as are reasonably required by Seller or the Title Company (iiincluding, without limitation, corporate resolutions and certificates of incumbency) to evidence the certificate required authority of Buyer and the Persons executing the various documents on behalf of Buyer, to consummate the transactions contemplated in this Agreement and to execute and deliver the closing documents to be delivered pursuant to Section 8.3 hereof; (iii) an executed counterpart of the Interests Assignment and Assumption Agreement; (iv) an executed counterpart of the O&M Agreement, the Energy Management Agreement and the Transition Services Agreement; (v) the Form 8023 signed by an authorized representative of Buyer or its applicable Affiliate as required by such Form 8023; (vi) such resolutions, certificates or other documents as Seller may reasonably request to establish the authorization, execution, delivery, validity, binding effect or enforceability of any Transaction Document to be delivered at Closing by Buyer; (vii) 6.5.3 The Buyer's Closing Certificate, substantially in the Continuing Support Letter form of Credit EXHIBIT L wherein Buyer shall certify that the representations and warranties of Buyer in this Agreement are true and correct as of the Closing Date duly executed, acknowledged and delivered by Buyer; 6.5.4 An opinion of Buyer's counsel, dated as of the Closing Date, substantially in the form of EXHIBIT M attached hereto; 6.5.5 The Assignment of Leases duly executed, acknowledged and delivered by Buyer; 6.5.6 Any transfer declarations or disclosure documents, if any required under Section 6.5(b); and (viii) all other previously undelivered certificatesto be executed by Buyer, agreements and other documents duly executed by Buyer, required by this Agreement to be delivered by Buyer at any state, county or prior to the Closing municipal agency in connection with the transactions contemplated recordation of the Deed; 6.5.7 The On-Site Maintenance Agreement duly executed and delivered by this Agreement Buyer to Diane Brackett Company, Inc.; 6.5.8 The Settlement Statement xxxx xxxxxxxx, acknowledged and the other Transaction Documentsdelivered by Buyer; and (b) 6.5.9 Such other documents as are reasonably required by Seller to carry out the Project Financing Administrative Agent and any other Persons required to receive funds pursuant a Project Financing Payoff Letter, wire transfers terms of immediately available funds (to such accounts as the Persons entitled to receive funds pursuant to the Project Financing Payoff Letters shall have given notice to Buyer not less than two (2) Business Days prior to the Closing Date) in an aggregate amount equal to the Project Financing Payoff Amountthis Agreement.

Buyer’s Closing Deliverables. At or before the Closing, Buyer shall deliver, will deliver or cause to be delivereddelivered to the Seller the following, each in form and substance reasonably satisfactory to the Seller: (a) to Seller each a certificate of the following: (i) a wire transfer Buyer dated as of immediately available funds (to such account as Seller shall have given notice to Buyer not less than two (2) Business Days prior to the Closing Date) in an amount equal to the sum of (i) the Base Purchase Price plus (ii) the Closing Date Aggregate Net Working Capital Adjustment Amount (whether a positive or a negative amount) minus (iii) in form and substance substantially similar to Exhibit C attached hereto, stating that the amount of the Project Financing Payoff Amountconditions specified in Sections 9.01 and 9.02 have been satisfied; (iib) a copy of the certificate required to be delivered pursuant to Section 8.3 hereofSponsor Lockup Agreement, duly executed by Buyer and Sponsor; (iiic) an executed counterpart a copy of the Interests Assignment and Assumption Agreement; (iv) an executed counterpart of the O&M Seller Lockup Agreement, the Energy Management Agreement and the Transition Services Agreement; (v) the Form 8023 signed by an authorized representative of Buyer or its applicable Affiliate as required by such Form 8023; (vi) such resolutions, certificates or other documents as Seller may reasonably request to establish the authorization, execution, delivery, validity, binding effect or enforceability of any Transaction Document to be delivered at Closing duly executed by Buyer; (viid) a copy of the Escrow Agreement, duly executed by Buyer; (e) a certificate of an officer of Buyer dated as of the Closing Date, attaching and certifying (i) the Continuing Support Letter Buyer Redomiciliation Documents, (ii) the authorizing resolutions of Credit if required under Section 6.5(bBuyer’s directors for the execution of this Agreement, the Buyer Redomiciliation Documents, and the Related Agreements, and (iii) the incumbency and signatures of the Persons signing this Agreement, the Buyer Redomiciliation Documents, and the Related Agreements on behalf of Buyer; (f) a copy of a certificate of good standing of Buyer issued by the Secretary of State of Delaware immediately prior to the Pre-Closing Merger; (g) evidence, to Seller’s reasonable satisfaction, that the Required Vote has been obtained with respect to all Transaction Proposals, and that the PIPE Investment, conversion of the Convertible Bonds (to the extent that the Convertible Bonds are issued by the Company), and all Buyer Share Redemptions have been effected or will be effected concurrently with the Closing and that the Registration Statement has been filed with the SEC; and (viiih) all other previously undelivered certificatesa certificate, agreements prepared and other documents required executed by this Agreement to be delivered by Buyer at or prior to Buyer’s chief financial officer, certifying the Closing calculation of the amounts included in connection with clauses (ii) and (iii) of the transactions contemplated by this Agreement and definition of Remaining Cash, as of the other Transaction Documents; and (b) to the Project Financing Administrative Agent and any other Persons required to receive funds pursuant a Project Financing Payoff Letter, wire transfers of immediately available funds (to such accounts as the Persons entitled to receive funds pursuant to the Project Financing Payoff Letters shall have given notice to Buyer not less than two (2) Business Days prior to the Closing Date) in an aggregate amount equal to the Project Financing Payoff AmountClosing.

Buyer’s Closing Deliverables. At the Closing and as a condition of Closing, Buyer shall deliverdeliver to the Seller or Diane Brackett Company, or cause to be delivered: (a) to Seller each of Inc., as applicable, the following: (i) 0.0.0 Cash, wired funds or a wire transfer of immediately available funds (to such account as Seller shall have given notice to Buyer not less than two (2) Business Days prior certified or cashier's check payable to the Closing Date) in an amount equal to the sum of (i) the Base Purchase Price plus (ii) the Closing Date Aggregate Net Working Capital Adjustment Amount (whether a positive or a negative amount) minus (iii) the amount order of the Project Financing Payoff AmountSeller representing the cash portion of the Acquisition Price, adjusted for the prorations and adjustments provided for herein; 6.5.2 Such instruments as are reasonably required by Seller or the Title Company (iiincluding, without limitation, corporate resolutions and certificates of incumbency) to evidence the certificate required authority of Buyer and the Persons executing the various documents on behalf of Buyer, to consummate the transactions contemplated in this Agreement and to execute and deliver the closing documents to be delivered pursuant to Section 8.3 hereof; (iii) an executed counterpart of the Interests Assignment and Assumption Agreement; (iv) an executed counterpart of the O&M Agreement, the Energy Management Agreement and the Transition Services Agreement; (v) the Form 8023 signed by an authorized representative of Buyer or its applicable Affiliate as required by such Form 8023; (vi) such resolutions, certificates or other documents as Seller may reasonably request to establish the authorization, execution, delivery, validity, binding effect or enforceability of any Transaction Document to be delivered at Closing by Buyer; (vii) 6.5.3 The Buyer's Closing Certificate, substantially in the Continuing Support Letter form of Credit EXHIBIT L wherein Buyer shall certify that the representations and warranties of Buyer in this Agreement are true and correct as of the Closing Date duly executed, acknowledged and delivered by Buyer; 6.5.4 An opinion of Buyer's counsel, dated as of the Closing Date, substantially in the form of EXHIBIT M attached hereto; 6.5.5 The Assignment of Leases duly executed, acknowledged and delivered by Buyer; 6.5.6 Any transfer declarations or disclosure documents, if any required under Section 6.5(b); and (viii) all other previously undelivered certificatesto be executed by Buyer, agreements and other documents duly executed by Buyer, required by this Agreement to be delivered by Buyer at any state, county or prior to the Closing municipal agency in connection with the transactions contemplated recordation of the Deed; 6.5.7 The On-Site Maintenance Agreement duly executed and delivered by this Agreement Buyer to Diane Brackett Company, Inc.; 6.5.8 The Settlement Sxxxxxxxx xxxx executed, acknowledged and the other Transaction Documentsdelivered by Buyer; and (b) 6.5.9 Such other documents as are reasonably required by Seller to carry out the Project Financing Administrative Agent and any other Persons required to receive funds pursuant a Project Financing Payoff Letter, wire transfers terms of immediately available funds (to such accounts as the Persons entitled to receive funds pursuant to the Project Financing Payoff Letters shall have given notice to Buyer not less than two (2) Business Days prior to the Closing Date) in an aggregate amount equal to the Project Financing Payoff Amountthis Agreement.

Buyer’s Closing Deliverables. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following: (a) Evidence reasonably satisfactory to Seller each that CIFR has issued instructions to Continental Stock Transfer & Trust Company (as transfer agent for CIFR Stock) to deliver via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) as soon as practicable that number of shares of CIFR Stock determined as provided in Section 2.2 in the following: (i) a wire transfer name of immediately available funds (Seller to such securities account of Seller or its Affiliate as Seller shall have given notice to Buyer not less than notified Buyer, in writing, at least two (2) Business Days prior to the Closing Date, and all such shares of CIFR Stock shall be issued free of any restrictive legends or notations; (b) in an amount equal the Assignment and Assumption Agreement, duly executed by Xxxxx; (c) the Bill of Sale, duly executed by Xxxxx or its designee; (d) a certificate of the secretary or other authorized officer of Buyer, dated as of the Closing Date, certifying as to the sum of (i) the Base Purchase Price plus resolutions of the members of Buyer, as attached thereto, authorizing the execution, delivery and performance of this Agreement and each applicable Buyer Document and the consummation by Buyer of the transactions contemplated hereby and thereby, (ii) the Closing Date Aggregate Net Working Capital Adjustment Amount (whether a positive or a negative amount) minus (iii) the amount incumbency and signature of the Project Financing Payoff Amount; (ii) the certificate required to be delivered pursuant to Section 8.3 hereof; (iii) an executed counterpart authorized representatives of the Interests Assignment and Assumption Agreement; (iv) an executed counterpart of the O&M AgreementBuyer, the Energy Management Agreement and the Transition Services Agreement; (v) the Form 8023 signed by an authorized representative of Buyer or its applicable Affiliate as required by such Form 8023; (vi) such resolutionsattached thereto, certificates or other documents as Seller may reasonably request to establish the authorization, execution, delivery, validity, binding effect or enforceability of any Transaction Document to be delivered at Closing by Buyer; (vii) the Continuing Support Letter of Credit if required under Section 6.5(b); and (viii) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Buyer at or prior to the Closing in connection with the transactions contemplated by executing this Agreement and the other Transaction Documents; and applicable Buyer Documents to be executed by Xxxxx on the Closing Date as contemplated herein and (biii) a good standing certificate issued by the Secretary of State of the State of Delaware with respect to the Project Financing Administrative Agent and any other Persons required to receive funds pursuant Buyer, dated as of a Project Financing Payoff Letter, wire transfers of immediately available funds (to such accounts as the Persons entitled to receive funds pursuant to the Project Financing Payoff Letters shall have given notice to Buyer not less than two (2) Business Days recent date prior to the Closing Date, certifying that Buyer is in good standing; (e) a certificate of an authorized officer of Buyer, dated as of the Closing Date, certifying as to Buyer satisfying the conditions specified in an aggregate amount equal Section 7.3(b) and Section 7.3(c); (f) duly executed Internal Revenue Service Form W-9s of Buyer; and (g) all other documents reasonably necessary to consummate the Project Financing Payoff Amounttransaction contemplated by this Agreement.