Common use of Deliveries of the Company Clause in Contracts

Deliveries of the Company. At the Closing, the Company shall deliver, or cause to be delivered, to the Purchasers: (i) A duly executed Warrant for each Purchaser providing for the purchase by such Purchaser of the number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule A shall have been delivered to each such Purchaser; (ii) A counterpart of the Registration Rights Agreement, which shall have been duly executed by the Company; (iii) Evidence of issuance of the Purchased Preferred Stock to each of the Purchasers, credited to book-entry accounts maintained by the transfer agent of the Company and bearing a restrictive notation meeting the requirements of the Securities Act, free and clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the Purchasers; (iv) A certificate of a duly authorized officer of the Company, on behalf of the Company, dated as of the Closing Date, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Section 2.04(a), Section 2.04(b) and Section 2.04(c) have been satisfied; (v) A cross-receipt executed by the Company and delivered to each of the Purchasers certifying as to the amounts that it has received from the Purchasers; and (vi) A certificate of the Delaware Secretary of State, dated within five days of the Closing Date, to the effect that the Company is in good standing under the laws of the State of Delaware.

Deliveries of the Company. the Class A Holder and NEP. At or prior to the ClosingClosing (except as otherwise indicated), the Company Company, the Class A Holder or NEP, as applicable, shall deliver, or cause to be delivered, to the PurchasersPurchaser: (i) A duly executed Warrant for each Purchaser providing for the purchase by such Purchaser of the number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule A shall have been delivered to each such Purchaser; (ii) A counterpart of the Registration Rights Agreement, which shall have been duly executed by the Company; (iii) Evidence of issuance of the Purchased Preferred Stock to each of the Purchasers, credited to book-entry accounts maintained by the transfer agent of the Company and bearing a restrictive notation meeting the requirements of the Securities Act, free and clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the Purchasers; (iv) A certificate of a duly authorized an officer of the Company, on behalf of the Company, dated as of the Closing Date, certifyingcertifying as to and attaching (A) the Certificate of Formation of the Company, in his or her applicable capacity(B) the Initial LLC Agreement, (C) resolutions authorizing the execution and delivery of the Transaction Documents to which the effect that Company is a party and the conditions set consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company, as applicable, setting forth in Section 2.04(a), Section 2.04(b) the name and Section 2.04(c) have been satisfiedtitle and bearing the signatures of such officers; (vii) A cross-receipt executed by the Company and delivered to each of the Purchasers certifying as to the amounts that it has received from the Purchasers; and (vi) A a certificate of the Delaware Secretary of StateState of the State of Delaware, dated within five days of ten (10) Business Days prior to the Closing Date, to the effect that the Company is in good standing under in the laws State of Delaware; (iii) an officer’s certificate of the Company, dated as of the Closing Date, certifying that the conditions set forth in Section 2.04(b)(i) and Section 2.04(b)(ii) (in each case, solely as they pertain to the Company) have been satisfied; (iv) an officer’s certificate of the Class A Holder, dated as of the Closing Date, certifying that the conditions set forth in Section 2.04(b)(i) and Section 2.04(b)(ii) (in each case, solely as they pertain to the Class A Holder) have been satisfied; (v) an officer’s certificate of NEP, dated as of the Closing Date, certifying that the conditions set forth in Section 2.04(b)(i) and Section 2.04(b)(ii) (in each case, solely as they pertain to NEP) have been satisfied; (vi) a counterpart to the A&R LLC Agreement, duly executed by the Class A Holder and NEP; (vii) ‎a certificate of an officer of NEP, dated as of the ‎Closing Date, certifying as to and attaching (A) the certificate of limited ‎partnership of NEP, (B) the NEP Partnership Agreement, as in effect ‎immediately prior to the Closing, (C) resolutions authorizing the execution and ‎delivery of the Transaction Documents to which NEP is a party and the ‎consummation of the transactions contemplated thereby, including the issuance ‎of Issued NEP Common Units upon exercise of the Call Option, the NEP ‎Change of Control Option, or the Class B COC Option, and (D) the ‎incumbency of the officers authorized to execute the Transaction Documents on ‎behalf of NEP, as applicable, setting forth the name and title and bearing the ‎signatures of such officers;‎ (viii) an executed counterpart of the Registration Rights Agreement, duly executed by NEP; (ix) a fully executed “Supplemental Listing Application” approving the Issued NEP Common Units to be issued in accordance with the A&R LLC Agreement for listing by the NYSE; (x) a certificate of the Secretary of State of the State of Delaware, dated within ten (10) Business Days prior to the Closing Date, to the effect that NEP is in good standing in the State of Delaware; (xi) subject to Section 5.09(a) and solely to the extent that the NMPP Indebtedness is paid off on the Closing Date, the Compressor Project APA, duly executed by each of NMPP and USG; (xii) duly executed payoff letters for all Closing Indebtedness (the “Payoff Letters”); (xiii) subject to Section 5.09(b) and solely to the extent that the NMP LP Loan will be executed on the Closing Date, the NMP LP Loan and all material documentation executed in connection therewith; (xiv) subject to Section 5.09(c) and solely to the extent that the NEP Affiliate Note will be executed on the Closing Date, the duly executed NEP Affiliate Note; (xv) the duly executed NET Contribution Agreement; (xvi) the duly executed O&M Agreement; (xvii) the duly executed Bridge Agreement; (xviii) except to the extent offset against the Consideration pursuant to Section 5.07, the Class A Holder shall deliver payment of the Reimbursable Fee by wire transfer of immediately available funds to such account as is designated at least two (2) Business Days in advance of the Closing Date by the Purchaser; (xix) except to the extent offset against the Consideration pursuant to Section 5.08, to the extent any Additional Fee is owed to the Purchaser pursuant to Section 5.08, the Class A Holder shall deliver payment of the Additional Fee by wire transfer of immediately available funds to such account as is designated at least two (2) Business Days in advance of the Closing Date by the Purchaser; and (xx) such other documents relating to the transactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request.

Deliveries of the Company. At the ClosingClosing (except as otherwise indicated), the Company shall deliver, or cause to be delivered, to the Purchasers: (i) A duly executed Warrant for each Purchaser providing for the purchase by such Purchaser of the number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule A shall have been delivered to each such Purchaser; (ii) A counterpart of the Registration Rights Agreement, which shall have been duly executed by the Company; (iii) Evidence of issuance of the Purchased Preferred Stock to each of the Purchasers, credited to book-entry accounts maintained by the transfer agent of the Company and bearing a restrictive notation meeting the requirements of the Securities Act, free and clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the Purchasers; (iv) A certificate of a duly authorized an officer of the Company, on behalf of the Company, dated as of the Closing Date, certifyingcertifying as to and attaching (A) the Certificate of Formation of the Company, in his or her applicable capacity(B) the Initial LLC Agreement, (C) resolutions authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (D) the incumbency of the officers authorized to execute the effect that Transaction Documents on behalf of the conditions set Company, as applicable, setting forth in Section 2.04(a), Section 2.04(b) the name and Section 2.04(c) have been satisfiedtitle and bearing the signatures of such officers; (vii) A cross-receipt executed by the Company and delivered to each of the Purchasers certifying as to the amounts that it has received from the Purchasers; and (vi) A a certificate of the Delaware Secretary of StateState of the State of Delaware, dated within five days of ten Business Days prior to the Closing Date, to the effect that the Company is in good standing under the laws of in the State of Delaware; (iii) a certificate of an officer of the Company, dated as of the Closing Date, certifying that the conditions set forth in Section 2.04(b)(i) and Section 2.04(b)(ii) (in each case, solely as they pertain to the Company and the Company Subsidiaries) have been satisfied; (iv) a cross-receipt executed by the Company and the Class A Purchaser, certifying as to the Company’s receipt of the Class A Purchase Price and issuance of the Class A Units to the Class A Purchaser; (v) a cross-receipt executed by the Company and the Class B Purchaser, certifying as to the Company’s receipt of the Class B Purchase Price and issuance of the Class B Units to the Class B Purchaser; and (vi) such other documents relating to the transactions contemplated by this Agreement as the Purchasers or their respective counsel may reasonably request.

Deliveries of the Company. At the ClosingClosing (except as otherwise indicated), the Company shall deliver, or cause to be delivered, to the Purchasers: (i) A duly An executed Warrant for each Purchaser providing for counterpart to the purchase by such Purchaser of A&R LLC Agreement, substantially in the number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule A shall have been delivered to each such Purchaser; (ii) A counterpart of the Registration Rights Agreementform attached hereto as Exhibit A, which shall have been duly executed by the Company; (iiiii) Evidence of issuance of An executed counterpart to the Purchased Preferred Stock to each of the Purchasers, credited to book-entry accounts maintained Multiparty Agreement that shall have been duly executed by the transfer agent of the Company and bearing a restrictive notation meeting the requirements of the Securities Act, free and clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the PurchasersCompany; (iviii) A An officer’s certificate of a duly authorized officer of the Company, on behalf of the Company, dated as of the Closing Date, certifyingcertifying as to and attaching (A) the Certificate of Formation of the Company, in his or her applicable capacity(B) the Initial LLC Agreement, (C) resolutions authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (D) the incumbency of the officers authorized to execute the effect that Transaction Documents on behalf of the conditions set Company, as applicable, setting forth in Section 2.04(a), Section 2.04(b) the name and Section 2.04(c) have been satisfiedtitle and bearing the signatures of such officers; (v) A cross-receipt executed by the Company and delivered to each of the Purchasers certifying as to the amounts that it has received from the Purchasers; and (viiv) A certificate of the Delaware Secretary of StateState of the State of Delaware, dated within five days of ten Business Days prior to the Closing Date, to the effect that the Company is in good standing under the laws of in the State of Delaware; (v) An officer’s certificate of the Company, dated as of the Closing Date, certifying that the conditions set forth in Section 2.04(b)(i) and Section 2.04(b)(ii) have been satisfied; (vi) In the event that the Commitment Fee is payable by the Company pursuant to Section 5.04, the Company shall deliver payment of the Commitment Fee by wire transfer of immediately available funds to such account as is designated in advance of the Closing by the Class B Purchasers; and (vii) Such other documents relating to the transactions contemplated by this Agreement as the Purchasers or their respective counsel may reasonably request.

Deliveries of the Company. At the Closing, the Company shall deliver, or cause to be delivered, to the PurchasersPurchaser: (i) A an original copy of the duly executed Warrant for each Purchaser providing for the purchase by such Purchaser of the number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule A shall have been delivered to each such Purchaserthe Purchaser (or its Affiliated designee) in escrow no later than two (2) Business Days prior to Closing Date; (ii) A counterpart a duly executed pay-off letter detailing in accordance with the terms of the Registration Rights AgreementCredit Agreement the repayment in-full, which shall have been duly executed by in-cash of 100% of the Companyprincipal amount of outstanding term loan debt, together with all accrued unpaid interest, fees and penalties and other obligations under the Credit Agreement using the proceeds of the purchase of the Purchased Preferred Stock (the “Payoff Letter”) and payment of all such amounts substantially simultaneously with the Closing; (iii) Evidence of issuance of a certificate representing the Purchased Preferred Stock to each of the PurchasersPurchaser (or its Affiliated designee) in escrow no later than two (2) Business Days prior to Closing Date, credited to book-entry accounts maintained by the transfer agent of the Company and bearing a restrictive notation meeting the requirements of the Securities Act, free and clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the PurchasersPurchaser; (iv) A a certificate of a duly authorized officer of the Company, on behalf of the Company, dated as of the Closing Date, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Section 2.04(a6.02(a), Section 2.04(b6.02(b) and Section 2.04(c6.02(d) have been satisfied; (v) A without limiting Section 8.02, payment of all fees and reasonable and documented out-of-pocket expenses of the Purchaser, to the extent invoiced prior to the Closing Date. (vi) a cross-receipt executed by the Company and delivered to each of the Purchasers Purchaser certifying as to the amounts that it has received from the Purchasers; andPurchaser; (vivii) A a certificate of the Delaware Secretary of State, dated within five (5) days of the Closing Date, to the effect that the Company is in good standing under the laws of the State of Delaware; (viii) a copy of the consent executed by Board approving the Contemplated Transactions for all purposes under applicable Law; (ix) a duly executed Stockholder Agreement in form and substance acceptable to the Purchaser; and (x) an amendment to (a) the Reimbursement Agreement, (b) the Guarantee and Collateral Agreement dated as of November 24, 2020 among the Company, FreightCar North America, LLC, the Grantor parties thereto and U.S. Bank National Association as Collateral Agent and (c) the associated intercreditor agreement, each in form and substance reasonably acceptable to the Parties.

Deliveries of the Company. At the Closing, the Company shall deliver, deliver or cause to be delivereddelivered each of the following, the delivery of which shall be a condition to the Purchasersobligations of Parent and Merger Sub to consummate the Closing; provided, however, that the delivery of the items listed in Section 10.3(a)(iii)(I) and Section 10.3(a)(iii)(J) below shall occur at or immediately after the Effective Time and the delivery of such items shall not be a condition to the obligations of Parent and Merger Sub to consummate the Closing: (i) A duly executed Warrant for each Purchaser providing for the purchase by such Purchaser of the number of shares of Common Stock payments set forth opposite such Purchaser’s name on Schedule A shall have been delivered in Section 5.2 by wire transfer of immediately available funds to each such Purchaserthe applicable accounts or Persons designated in Section 5.2; (ii) A to the Escrow Agent and Parent: (A) a counterpart of the Registration Rights Escrow Agreement duly executed by the Securityholders Representative; and (B) a counterpart of the Securityholders Representative Escrow Agreement duly executed by the Securityholders Representative; (iii) to Parent: (A) a duly executed certificate of the Company, in form and substance reasonably satisfactory to Parent, dated as of the Closing Date certifying as to the matters set forth in Sections 10.1(a)(i) 10.1(a)(ii), 10.1(a)(ix), 10.1(a)(xviii), and certifying, to the Knowledge of the Company, as to the matters set forth in Section 10.1(a)(xix) (the “Company Closing Certificate”); (B) a duly executed certificate of the secretary of the Company, delivered on behalf of the Company and not in his individual capacity, certifying as to the certificate of incorporation and the bylaws of the Company and the resolutions of the Board (or the board of directors of the applicable Company Entities) authorizing and approving the execution, delivery and performance of this Agreement, all other Transaction Documents to which shall have been the Company is a party and the Sempra Termination Agreement by the Company or the applicable Company Entities party thereto; (C) a certificate of existence and good standing of each Company Entity, issued by the jurisdiction of such Company Entity’s state of formation (or with respect to a foreign Company Entity, the equivalent documents under the relevant jurisdiction if applicable) and dated not more than five (5) Business Days prior to the Closing Date; (D) all consents, authorizations or approvals obtained by any Company Entity as of the Closing in furtherance of the Merger, including all Company Mandatory Consents obtained by the Company as of the Closing; (E) a duly executed certificate of non-foreign status from the Company that meets the requirements of Treasury Regulations Section 1.1445-2(b)(2); (F) a copy of the fully executed Sempra Termination Agreement; (G) the written resignation of any Person (in form and substance reasonably satisfactory to Parent) requested by Parent in such Person’s capacity as a director, officer or manager of any Company Entity, effective as of the Effective Time; (H) the Certificate of Merger duly executed by the Company; (iiiI) Evidence of issuance of the Purchased Preferred Stock to each of the Purchasersfollowing: (i) if the Closing occurs prior to August 1, credited to book-entry accounts maintained 2011, an instrument executed by the transfer agent trustee under the 2011 Notes Indenture, in form and substance reasonably satisfactory to Parent, referred to in the first sentence of Section 11.1 of the 2011 Notes Indenture acknowledging that such Indenture has been satisfied and discharged as contemplated by such Section 11.1, (ii) an instrument executed by the trustee under the 2014 Notes Indenture, in form and substance reasonably satisfactory to Parent, referred to in the first sentence of Section 11.1 of the 2014 Notes Indenture acknowledging that such Indenture and the Security Documents have been satisfied and discharged as contemplated by such Section 11.1; (iii) all UCC termination agreements or statements and other filings from the trustee under the 2014 Notes Indenture to terminate any Lien, security interest or control agreement securing the obligations under the 2014 Notes Indenture and (iv) all documents reasonably necessary to terminate and effect the release of funds subject to the Escrow and Security Agreement, dated as of September 22, 2009, among the Company, the trustee under the 2014 Notes Indenture and Law Debenture Trust Company of New York, as escrow agent; (J) duly executed copies of each of the following documents each of which shall be in form acceptable for delivery to Law Debenture Trust Company of New York, as trustee under the 2011 Notes Indenture and 2014 Notes Indenture (it being understood and agreed by Parent and the Company that drafts of each of the following shall have been prepared by the Company prior to the Effective Time and provided to Parent for review reasonably in advance of the Effective Time) (provided that if the 2011 Notes have been paid in full prior to the Closing or will be paid in full on the Closing Date, the documents set forth in clause (1)-(3) shall not be required to be delivered and, instead, the Company shall deliver to Parent evidence (reasonably satisfactory to Parent) of such payment in full): (1) irrevocable instructions from the Company executed by an Existing Company Officer on behalf of the Company and bearing a restrictive notation meeting directing Law Debenture Trust Company of New York, as trustee under the requirements 2011 Notes Indenture, to apply that portion of the Securities ActBond Deposit pertaining to the 2011 Notes to the payment of the 2011 Notes at maturity of the 2011 Notes on August 1, free and clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the Purchasers2011; (iv2) A certificate of a duly authorized officer the Officers’ Certificate (as defined in the 2011 Notes Indenture) referred to in Section 11.1 of the Company, 2011 Notes Indenture executed by an Existing Company Officer on behalf of the Company, dated as of the Closing Date, certifying, in his or her applicable capacity, to the effect that the conditions set forth in Section 2.04(a), Section 2.04(b) and Section 2.04(c) have been satisfied; (v3) A cross-receipt the Opinion of Counsel (as defined in the 2011 Notes Indenture) referred to in Section 11.1 of the 2011 Notes Indenture of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, as counsel to the Company; (4) a notice of redemption contemplated by Section 3.7 of the 2014 Notes Indenture executed by an Existing Company Officer on behalf of the Company and delivered to each by the Company calling for redemption of the Purchasers certifying 2014 Notes on the later of (x) thirty (30) days after the Closing Date (or the next succeeding Business Day if the date that is thirty (30) days after the Closing Date is not a Business Day) and (y) August 1, 2011, together with irrevocable instructions executed by an Existing Company Officer on behalf of the Company directing Law Debenture Trust Company of New York, as trustee under the 2014 Notes Indenture, to have such have redemption notice mailed no more than sixty (60) days nor less than thirty (30) days prior to the amounts that it has received contemplated redemption date; (5) irrevocable instructions from the PurchasersCompany executed by an Existing Company Officer on behalf of the Company directing Law Debenture Trust Company of New York, as trustee under the 2014 Notes Indenture, to apply that portion of the Bond Deposit pertaining to the 2014 Notes to the payment of the 2014 Notes upon redemption of the 2014 Notes; (6) the Officer’s Certificate (as defined in the 2014 Notes Indenture) referred to in Section 11.1 of the 2014 Notes Indenture executed by an Existing Company Officer on behalf of the Company; and (vi7) A certificate the Opinion of Counsel (as defined in the 2014 Notes Indenture) referred to in Section 11.1 of the Delaware Secretary 2014 Notes Indenture from Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, as counsel to the Company; and (K) to Parent and the Paying Agent, a complete and correct list of Statethe owners of Common Stock and Company Restricted Share Units as of immediately prior to the Effective Time identifying as to each Securityholder: (1) name and address, dated within five days (2) number of shares of Common Stock and Company Restricted Share Units held as of immediately prior to the Effective Time, (3) the stock certificate numbers with respect to shares of Common Stock, (4) the Percentage Share and (5) the portion of the Closing Date, Date Payment to be paid to each such Securityholder at the effect that the Company is in good standing under the laws of the State of DelawareClosing.