Common use of Deliveries by the Seller Parties Clause in Contracts

Deliveries by the Seller Parties. At the Closing, the Seller Parties shall deliver, or cause to be delivered, to the Buyer the following: (a) The Seller Parties Closing Certificate, duly executed by an authorized representative of each of the Seller Parties. (b) A Secretary’s certificate duly executed by the Secretary of Cheniere GP Seller, (i) certifying as to all outstanding Capital Stock of the Subject Entities as of the Closing Date, and all outstanding securities exercisable for or exchangeable for or convertible into Capital Stock of the Subject Entities, (ii) attaching Charter Documents of the Subject Entities certified by Cheniere GP Seller to be true, accurate and complete immediately prior to the Closing, (iii) certifying as to the resolutions of the board of managers of Cheniere GP Seller approving the Transaction Documents to which it is a party and the consummation of the Transactions to which it is a party, and (iv) certifying as to the incumbency of each person executing the Transaction Documents to which Cheniere GP Seller is a party on behalf of Cheniere GP Seller. (c) An Officer’s certificate, duly executed by an authorized representative of Cheniere LP Seller, certifying as to (i) the incumbency of each person executing the Transaction Documents to which Cheniere GP Seller is a party on behalf of Cheniere LP Seller and (ii) the resolutions of the board of managers of Cheniere LP Seller approving the Transaction Documents to which it is a party and the consummation of the Transactions to which it is a party. (d) An Officer’s certificate, duly executed by an authorized representative of CEI, certifying as to the resolutions of the board of directors of CEI approving this Agreement and the consummation of the Transactions to which it is a party. (e) A “good standing” certificate for each Seller Party and each Subject Entity, in each case certified by the Secretary of State of Delaware and dated as of a date no more than five (5) Business Days before the Closing Date. (f) A counterpart of the assignment and assumption agreement in the form of Exhibit A (the “GP Assignment”), duly executed by an authorized representative of Cheniere GP Seller, pursuant to which Cheniere GP Seller assigns to Buyer, and Buyer assumes, the Cheniere GP Interest. (g) A counterpart of the assignment and assumption agreement in the form of Exhibit B (the “LP Assignment”), duly executed by an authorized representative of Cheniere LP Seller, pursuant to which Cheniere LP Seller assigns to Buyer, and Buyer assumes, the CCTP LP Interests. (h) Evidence satisfactory to Buyer in its reasonable discretion that the equity interests in CCCP and Frontera held by Cheniere CTP GP have been distributed to Cheniere GP Seller (collectively, the “Subsidiary Distribution”). (i) A duly executed affidavit prepared in accordance with Treasury Regulations Section 1.1445-2

Deliveries by the Seller Parties. At Upon the Closingterms and subject to the conditions of this Agreement, in reliance upon the representations, warranties and agreements of Buyer contained herein and in consideration of the Consideration to be paid to the Sellers, the Seller Parties shall deliver, agree to deliver (or cause to be delivered, ) to Buyer at the Closing on the Closing Date the following (reasonably satisfactory in form and substance to Buyer the following:and its legal counsel): (a) The Seller Parties Closing Certificate, duly executed by an authorized representative of each of the Seller Parties. (b) A Secretary’s certificate duly executed by the Secretary of Cheniere GP Seller, (i) if requested by Buyer, a duly executed assignment, transferring all issued and outstanding Units, free and clear of all Encumbrances, to Buyer (it being understood that the Units shall be deemed transferred and assigned in accordance with Section 1.1 in the absence of any such separate assignment); (ii) in the case of each Seller that is not a natural person, a certificate executed by a director or the secretary of such Seller certifying as to all outstanding Capital Stock of the Subject Entities as of the Closing Date, and all outstanding securities exercisable for or exchangeable for or convertible into Capital Stock Date (A) certified copies of the Subject Entities, (ii) attaching Charter Documents of the Subject Entities certified resolutions duly adopted by Cheniere GP Seller to be true, accurate and complete immediately prior to the Closing, (iii) certifying as to the resolutions of the such Seller’s board of managers directors or other similar governing Person or body, authorizing such Seller’s execution, delivery and performance of Cheniere GP Seller approving this Agreement, the Transaction Documents Ancillary Agreements to which it such Seller is a party and the consummation of the Transactions to which it is a party, transactions contemplated hereby and thereby and (ivB) incumbency matters; (iii) a certificate executed by a duly authorized officer or manager of the Company certifying as to the incumbency of each person executing the Transaction Documents to which Cheniere GP Seller is a party on behalf of Cheniere GP Seller. (c) An Officer’s certificate, duly executed by an authorized representative of Cheniere LP Seller, certifying as to (i) the incumbency of each person executing the Transaction Documents to which Cheniere GP Seller is a party on behalf of Cheniere LP Seller and (ii) the resolutions of the board of managers of Cheniere LP Seller approving the Transaction Documents to which it is Closing Date (A) a party true and the consummation complete copy of the Transactions to which it is a party. (d) An Officer’s certificate, duly executed by an authorized representative Certificate of CEI, certifying as to the resolutions Formation of the board Company certified as of directors of CEI approving this Agreement and the consummation of the Transactions to which it is a party. (e) A “good standing” certificate for each Seller Party and each Subject Entity, in each case certified recent date by the Secretary of State of Delaware the State of Delaware, (B) a true and complete copy of the LLC Agreement, (C) resolutions of the managers of the Company authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, (D) a true and complete copy of the resolutions of the members of the Company authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, if necessary, and (E) incumbency matters; (iv) a certificate of good standing and/or subsistence of the Company, dated as of a recent date no more than five prior to the Closing, issued by the Secretary of State of the State of Delaware and all states in which the Company is qualified to do business; (5v) Business Days before evidence of receipt of all consents set forth on Schedule 3.5 of the Disclosure Schedules; (vi) resignations from the Persons listed on Schedule 2.2(b)(vi) resigning from the positions with the Company listed on Schedule 2.2(b)(vi) as of the Closing Date.(and such Persons shall have been in office immediately prior to the Closing); (fvii) A counterpart a statement, meeting the requirements under Treasury Regulation 1.1445-11T(d)(2), reasonably satisfactory in form and substance to Buyer and its legal counsel, certifying, under penalty of perjury, that fifty percent (50%) or more of the assignment and assumption agreement in value of the form gross assets of Exhibit A the partnership does not consist of United States real property interests; (viii) the “GP Assignment”)Employment Offer Letters, duly executed by an authorized representative each of Cheniere GP Sellerthe Key Employees; (ix) joinders to this Agreement (each, pursuant to which Cheniere GP Seller assigns a “Joinder”) in form satisfactory to Buyer, and Buyer assumes, the Cheniere GP Interest. (g) A counterpart of the assignment and assumption agreement in the form of Exhibit B (the “LP Assignment”), duly executed by an authorized representative each of Cheniere LP Sellerthe members of S6 Holdings, pursuant to which Cheniere LP Seller assigns to BuyerLLC, and Buyer assumes, the CCTP LP Interests.a Delaware limited liability company (“S6 Holdings”); and (hx) Evidence satisfactory such other documents and instruments as in the opinion of counsel for Buyer may be reasonably required to Buyer in its reasonable discretion that effectuate the equity interests in CCCP terms of this Agreement and Frontera held by Cheniere CTP GP have been distributed to Cheniere GP Seller (collectively, comply with the “Subsidiary Distribution”)terms hereof. (i) A duly executed affidavit prepared in accordance with Treasury Regulations Section 1.1445-2

Deliveries by the Seller Parties. At the Closing, the Seller Parties shall deliver, or cause to be delivered, to the Buyer the following: (a) The Seller Parties Closing Certificate, duly executed by an authorized representative of each of the Seller Parties. (b) A Secretary’s 's certificate duly executed by the Secretary of Cheniere GP Seller, (i) certifying as to all outstanding Capital Stock of the Subject Entities as of the Closing Date, and all outstanding securities exercisable for or exchangeable for or convertible into Capital Stock of the Subject Entities, (ii) attaching Charter Documents of the Subject Entities certified by Cheniere GP Seller to be true, accurate and complete immediately prior to the Closing, (iii) certifying as to the resolutions of the board of managers of Cheniere GP Seller approving the Transaction Documents to which it is a party and the consummation of the Transactions to which it is a party, and (iv) certifying as to the incumbency of each person executing the Transaction Documents to which Cheniere GP Seller is a party on behalf of Cheniere GP Seller. (c) An Officer’s 's certificate, duly executed by an authorized representative of Cheniere LP Seller, certifying as to (i) the incumbency of each person executing the Transaction Documents to which Cheniere GP Seller is a party on behalf of Cheniere LP Seller and (ii) the resolutions of the board of managers of Cheniere LP Seller approving the Transaction Documents to which it is a party and the consummation of the Transactions to which it is a party. (d) An Officer’s 's certificate, duly executed by an authorized representative of CEI, certifying as to the resolutions of the board of directors of CEI approving this Agreement and the consummation of the Transactions to which it is a party. (e) A “good standing” certificate for each Seller Party and each Subject Entity, in each case certified by the Secretary of State of Delaware and dated as of a date no more than five (5) Business Days before the Closing Date. (f) A counterpart of the assignment and assumption agreement in the form of Exhibit A (the “GP Assignment”), duly executed by an authorized representative of Cheniere GP Seller, pursuant to which Cheniere GP Seller assigns to Buyer, and Buyer assumes, the Cheniere GP Interest. (g) A counterpart of the assignment and assumption agreement in the form of Exhibit B (the “LP Assignment”), duly executed by an authorized representative of Cheniere LP Seller, pursuant to which Cheniere LP Seller assigns to Buyer, and Buyer assumes, the CCTP LP Interests. (h) A counterpart of the CEI Subscription Agreement, duly executed by an authorized representative of the Purchaser. (i) Evidence satisfactory to Buyer in its reasonable discretion that the equity interests in CCCP and Frontera held by Cheniere CTP GP have been distributed to Cheniere GP Seller (collectively, the “Subsidiary Distribution”). (ij) Evidence satisfactory to Buyer in its sole discretion that all Encumbrances existing under the Existing Credit Agreement affecting the Assigned Interests or the assets of CCTP and/or Cheniere CTP GP have been, or will be at the Closing, released. (k) A duly executed affidavit prepared in accordance with Treasury Regulations Section 1.1445-2 (b) certifying each Seller Party's non-foreign status, and any similar affidavit or other certificate under applicable state law.

Deliveries by the Seller Parties. At Subject to the Closingterms and conditions of this Agreement, in reliance upon the representations, warranties and agreements of Acquiror contained herein and in consideration of the Purchase Price to be paid to Sellers, the Seller Parties shall deliver, agree to deliver (or cause to be delivered) to Acquiror at the Closing the following agreements, documents and instruments, all reasonably satisfactory in form and substance to the Buyer the followingAcquiror and its legal counsel: (ai) The Seller Parties Not later than three (3) days prior to the Closing CertificateDate, the Estimated Closing Statement, prepared in the good faith judgment of the Primary Sellers and certified by the Chief Financial Officer of the Company, and acceptable (in form and substance) to Acquiror in its reasonable discretion; (ii) stock certificates representing all of the Shares, duly endorsed or accompanied by duly executed by an authorized representative instruments of each transfer, with any applicable transfer stamps affixed, which validly transfer title to the Shares to Acquiror; (iii) stock certificates representing all of the Seller Parties.shares of capital stock of the Company’s Subsidiaries; (biv) A Secretary’s the stock books, ledger books and corporate seal, if available, of the Company and its Subsidiaries; (v) a certificate duly executed by the Secretary of Cheniere GP Seller, (i) certifying as to all outstanding Capital Stock each of the Subject Entities Company and its Subsidiaries certifying as of the Closing Date, Date (A) a true and all outstanding securities exercisable for or exchangeable for or convertible into Capital Stock complete copy of the Subject Entities, (ii) attaching Charter Organizational Documents of the Subject Entities certified by Cheniere GP Seller to be true, accurate Company and complete immediately prior to the Closingits Subsidiaries, (iiiB) certifying as to a true an complete copy of the resolutions of the board of managers of Cheniere GP Seller approving the Transaction Documents to which it is a party and the consummation Sellers as sole shareholders of the Transactions to which it is a party, Company and (iv) certifying as to the incumbency of each person executing the Transaction Documents to which Cheniere GP Seller is a party on behalf of Cheniere GP Seller. (c) An Officer’s certificate, duly executed by an authorized representative of Cheniere LP Seller, certifying as to (i) the incumbency of each person executing the Transaction Documents to which Cheniere GP Seller is a party on behalf of Cheniere LP Seller and (ii) the resolutions of the board of managers of Cheniere LP Seller approving the Transaction Documents to which it is a party and the consummation of the Transactions to which it is a party. (d) An Officer’s certificate, duly executed by an authorized representative of CEI, certifying as to the resolutions of the board of directors of CEI approving the Company authorizing the execution, delivery and performance of this Agreement and the consummation of the Transactions to which it is a party.transactions contemplated hereby and (C) incumbency matters; (evi) A “certificates of good standing” certificate for standing and/or subsistence of each Seller Party of the Company and each Subject Entityits Subsidiaries, in each case certified by the Secretary of State of Delaware and dated as of the Closing Date, issued by the Utah Division of Corporations and Commercial Code for the Company, the relevant European Governing Body for its Subsidiaries; and of the jurisdiction of each jurisdiction in which each of the Company and its Subsidiaries is qualified to do business, that are dated within a date no more reasonable period (not to exceed ten (10) days) prior to the Closing Date; (vii) evidence of receipt of all consents set forth on Section 5.5 of the Disclosure Schedule; (viii) an affidavit from each Seller stating, under penalties of perjury, such Seller’s taxpayer identification number and that such Seller is not a foreign person pursuant to Section 1445(b)(2) of the Code; (ix) executed copies of the Employment Agreements to be executed by the appropriate Seller Parties; (x) an executed copy of the Escrow Agreement; (xi) an executed copy of the Lock-Up Agreement; (xii) an executed copy of the Lease Agreement; (xiii) executed copies of the Seller Releases; (xiv) resignations, effective as of the Closing, of each director and officer of the Company and its Subsidiaries other than five those whom Acquiror shall have specified in writing at least three (53) Business Days before the Closing Date.Closing; (fxv) A counterpart of the assignment and assumption agreement in the form of Exhibit A (the “GP Assignment”), duly executed by an authorized representative of Cheniere GP Seller, pursuant to which Cheniere GP Seller assigns to Buyer, and Buyer assumes, the Cheniere GP Interest. (g) A counterpart of the assignment and assumption agreement in the form of Exhibit B (the “LP Assignment”), duly executed by an authorized representative of Cheniere LP Seller, pursuant to which Cheniere LP Seller assigns to Buyer, and Buyer assumes, the CCTP LP Interests. (h) Evidence satisfactory to Buyer in its reasonable discretion that the equity interests in CCCP and Frontera held by Cheniere CTP GP have been distributed to Cheniere GP Seller (collectively, the “Subsidiary Distribution”). all (i) A duly executed affidavit prepared payoff letters and releases relating to any Indebtedness of any of the Company or its Subsidiaries, and (ii) releases from third parties of any and all Encumbrances relating to the assets each of the Company and its Subsidiaries, including without limitation Encumbrances set forth on Section 5.8 of the Disclosure Schedule, in accordance form and substance reasonably satisfactory to Acquiror; and (xvi) such other documents and instruments as in the opinion of counsel for Acquiror may be reasonably required to effectuate the terms of this Agreement and to comply with Treasury Regulations Section 1.1445-2the terms hereof.