Common use of Forward Purchase Agreement Clause in Contracts

Forward Purchase Agreement. Parent has delivered to the Company and the Stockholder Representative a true, accurate and complete copy of the Forward Purchase Agreement. The Forward Purchase Agreement is in full force and effect and has not been withdrawn, terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent, and the commitments contained in the Forward Purchase Agreement have not been withdrawn, terminated or rescinded by Crescent in any respect. The Forward Purchase Agreement is a legal, valid and binding obligation of Parent and Crescent, enforceable in accordance with its terms. The Forward Purchase Agreement provides that the Company and the Stockholder Representative are third-party beneficiaries thereof and are entitled to enforce such agreement. There are no other agreements, side letters, or arrangements between Parent and any other Person (including Crescent) relating to the Forward Purchase Transaction, and, as of the date hereof, Parent does not know of any facts or circumstances that would reasonably be expected to result in any of the conditions set forth in the Forward Purchase Agreement not being satisfied, or the Forward Purchase Investment Amount not being available to Parent, on the Closing Date. The Forward Purchase Agreement contains all of the conditions precedent to the obligations of Crescent to contribute to Parent the Forward Purchase Investment Amount on the terms therein. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Crescent under any condition precedent or material term of the Forward Purchase Agreement and, as of the date hereof, Parent has no reason to believe that any of the conditions to the consummation of the Forward Purchase Transaction will not be satisfied, and, as of the date hereof, Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied.

Forward Purchase Agreement. Parent FTAC has delivered made available to the Company and the Stockholder Representative PGHL a true, accurate correct and complete copy of the Forward Purchase Agreement. The Forward Purchase Agreement is in full force and effect and is legal, valid and binding upon FTAC and, to the knowledge of FTAC, enforceable in accordance with its terms. The Forward Purchase Agreement has not been withdrawn, terminated, amended, modified or otherwise amended or modified, in any respectwaived since the date of execution and prior to the execution of this Agreement, and as of the date of this Agreement no such withdrawal, termination, amendment or modification is contemplated by Parentcontemplated, and as of the date of this Agreement the commitments contained in the Forward Purchase Agreement have not been withdrawn, terminated or rescinded by Crescent the FP Investor in any respect. The FTAC has fully paid any and all commitment fees or other fees required in connection with the Forward Purchase Agreement is a legalthat are payable on or prior to the date hereof and will pay any and all such fees when and as the same become due and payable after the date hereof pursuant to the Forward Purchase Agreement. FTAC has, valid and binding obligation to the knowledge of Parent and CrescentFTAC, enforceable in accordance with its terms. The each other party to the Forward Purchase Agreement provides that has, complied with all of its obligations under the Company and the Stockholder Representative are third-party beneficiaries thereof and are entitled to enforce such agreementForward Purchase Agreement. There are no conditions precedent or, to the knowledge of FTAC, other agreements, side letters, or arrangements between Parent and any other Person (including Crescent) relating contingencies related to the FTAC Financing to be provided pursuant to the Forward Purchase TransactionAgreement, and, other than as of the date hereof, Parent does not know of any facts or circumstances that would reasonably be expected to result in any of the conditions expressly set forth in the Forward Purchase Agreement not being satisfied, or the Forward Purchase Investment Amount not being available to Parent, on the Closing DateAgreement. The Forward Purchase Agreement contains all As of the conditions precedent to the obligations of Crescent to contribute to Parent the Forward Purchase Investment Amount on the terms therein. No date hereof, no event has occurred thatwhich, with or without notice, lapse of time or both, would or would reasonably be expected to (a) constitute a default or breach on the part of Parent FTAC or, to the knowledge of FTAC, (b) assuming the conditions set forth in Section 9.02 and Section 9.03 will be satisfied, constitute a failure to satisfy, or Crescent under caused to be satisfied, a condition on the part of FTAC, or (c) assuming the conditions set forth in Section 9.02 and Section 9.03 will be satisfied, to the knowledge of FTAC, result in any condition precedent or material term portion of the amounts to be paid by the FP Investor in accordance with the Forward Purchase Agreement and, as being unavailable on the Closing Date. As of the date hereof, Parent assuming the conditions set forth in Section 9.02 and Section 9.03 will be satisfied, FTAC has no reason to believe that any of the conditions to the consummation of the purchases under the Forward Purchase Transaction Agreement will not be satisfied, and, as of the date hereof, Parent FTAC is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied.

Forward Purchase Agreement. Parent has delivered Unless otherwise approved in writing by Archaea and the Buyer Parties shall not (i) (A) permit any amendment or modification to be made to, (B) waive (in whole or in part) or (C) provide consent to modify or waive (including consent to termination, to the Company and extent required), any provision or remedy under the Stockholder Representative a true, accurate and complete copy Forward Purchase Agreement or (ii) permit any assignment of the Forward Purchase Agreement, other than assignments to Affiliates. The Buyer and RAC shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Forward Purchase Agreement is at the Closing on the terms and subject to the conditions in full force and the Forward Purchase Agreement, including maintaining in effect and has not been withdrawn, terminated, or otherwise amended or modified, in any respectthe Forward Purchase Agreement, and no withdrawal, termination, amendment or modification is contemplated by Parent, to: (i) satisfy on a timely basis all conditions and the commitments contained covenants applicable to Rice Holdings and RAC in the Forward Purchase Agreement have not been withdrawnand otherwise comply with their obligations thereunder, terminated or rescinded by Crescent (ii) if all conditions in any respect. The the Forward Purchase Agreement is a legal(other than those conditions that by their nature are to be satisfied at the Closing, valid and binding obligation but which conditions are then capable of Parent and Crescentbeing satisfied) have been satisfied, enforceable in accordance with its terms. The consummate the transactions contemplated by the Forward Purchase Agreement provides that at or prior to the Company and the Stockholder Representative are third-party beneficiaries thereof and are entitled Closing; (iii) deliver notices to enforce such agreement. There are no other agreements, side letters, or arrangements between Parent and any other Person (including Crescent) relating counterparties to the Forward Purchase Transaction, and, Agreement (if any) as of required by and in the date hereof, Parent does not know of any facts or circumstances that would reasonably be expected to result in any of the conditions manner set forth in the Forward Purchase Agreement not being satisfied, or in order to cause timely funding in advance of the Closing; and (iv) enforce the Buyer Parties’ and Sponsor’s rights under the Forward Purchase Investment Amount not being available to ParentAgreement, on the Closing Date. The Forward Purchase Agreement contains all of the conditions precedent subject to the obligations of Crescent to contribute to Parent the Forward Purchase Investment Amount on the terms therein. No event has occurred thatprovisions thereof, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Crescent under any condition precedent or material term of if all conditions in the Forward Purchase Agreement and(other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied), have been satisfied, to cause the Purchaser (as of the date hereof, Parent has no reason to believe that any of the conditions to the consummation of defined in the Forward Purchase Transaction will not be satisfied, and, as of Agreement) to fund the date hereof, Parent is not aware of amount set forth in the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfiedForward Purchase Agreement in accordance with its terms.

Forward Purchase Agreement. Parent has delivered Unless otherwise approved in writing by the Company, the Sponsor and the Buyer Parties shall not (i) (A) permit any amendment or modification to be made to, (B) waive (in whole or in part) or (C) provide consent to modify or waive (including consent to termination, to the Company and extent required), any provision or remedy under the Stockholder Representative a true, accurate and complete copy Forward Purchase Agreement or (ii) permit any assignment of the Forward Purchase Agreement, other than assignments to Affiliates. The Buyer and RAC shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Forward Purchase Agreement is at the Closing on the terms and subject to the conditions in full force and the Forward Purchase Agreement, including maintaining in effect and has not been withdrawn, terminated, or otherwise amended or modified, in any respectthe Forward Purchase Agreement, and no withdrawal, termination, amendment or modification is contemplated by Parent, to: (i) satisfy on a timely basis all conditions and the commitments contained covenants applicable to Rice Holdings and RAC in the Forward Purchase Agreement have not been withdrawnand otherwise comply with their obligations thereunder, terminated or rescinded by Crescent (ii) if all conditions in any respect. The the Forward Purchase Agreement is a legal(other than those conditions that by their nature are to be satisfied at the Closing, valid and binding obligation but which conditions are then capable of Parent and Crescentbeing satisfied) have been satisfied, enforceable in accordance with its terms. The consummate the transactions contemplated by the Forward Purchase Agreement provides that at or prior to the Company and the Stockholder Representative are third-party beneficiaries thereof and are entitled Closing; (iii) deliver notices to enforce such agreement. There are no other agreements, side letters, or arrangements between Parent and any other Person (including Crescent) relating counterparties to the Forward Purchase Transaction, and, Agreement (if any) as of required by and in the date hereof, Parent does not know of any facts or circumstances that would reasonably be expected to result in any of the conditions manner set forth in the Forward Purchase Agreement not being satisfied, or in order to cause timely funding in advance of the Closing; and (iv) enforce the Buyer Parties’ and Sponsor’s rights under the Forward Purchase Investment Amount not being available to ParentAgreement, on the Closing Date. The Forward Purchase Agreement contains all of the conditions precedent subject to the obligations of Crescent to contribute to Parent the Forward Purchase Investment Amount on the terms therein. No event has occurred thatprovisions thereof, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Crescent under any condition precedent or material term of if all conditions in the Forward Purchase Agreement and(other than those conditions that by their nature are to be satisfied at the Closing, but which conditions are then capable of being satisfied), have been satisfied, to cause the Purchaser (as of the date hereof, Parent has no reason to believe that any of the conditions to the consummation of defined in the Forward Purchase Transaction will not be satisfied, and, as of Agreement) to fund the date hereof, Parent is not aware of amount set forth in the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfiedForward Purchase Agreement in accordance with its terms.

Forward Purchase Agreement. Parent FPAC has delivered to the Company and the Stockholder Representative Fairly Disclosed a true, accurate correct and complete copy of the Forward Purchase Agreement. The Forward Purchase Agreement is in full force and effect and is legal, valid and binding upon FPAC and, to the knowledge of FPAC, the Backstop Subscriber, enforceable in accordance with its terms. The Forward Purchase Agreement has not been withdrawn, terminated, or otherwise amended or modified, in any respectmodified since the date of execution and prior to the execution of this Agreement, and as of the date of this Agreement no such withdrawal, termination, amendment or modification is contemplated by Parentcontemplated, and as of the date of this Agreement the commitments contained in the Forward Purchase Agreement have not been withdrawn, terminated or rescinded by Crescent the Backstop Subscriber in any respect. The FPAC has fully paid any and all commitment fees or other fees required in connection with the Forward Purchase Agreement is a legalthat are payable on or prior to the date hereof and will pay any and all such fees when and as the same become due and payable after the date hereof pursuant to the Forward Purchase Agreement. FPAC has, valid and binding obligation to the knowledge of Parent and CrescentFPAC, enforceable in accordance with its terms. The each other party to the Forward Purchase Agreement provides that has, complied with all of its obligations under the Company and the Stockholder Representative are third-party beneficiaries thereof and are entitled to enforce such agreementForward Purchase Agreement. There are no other agreementsconditions precedent or, side letters, or arrangements between Parent and any other Person (including Crescent) relating to the Forward Purchase Transactionknowledge of FPAC, andother contingencies related to FPAC Financing, other than as of the date hereof, Parent does not know of any facts or circumstances that would reasonably be expected to result in any of the conditions expressly set forth in the Forward Purchase Agreement not being satisfied, or the Forward Purchase Investment Amount not being available to Parent, on the Closing DateAgreement. The Forward Purchase Agreement contains all As of the conditions precedent to the obligations of Crescent to contribute to Parent the Forward Purchase Investment Amount on the terms therein. No date hereof, no event has occurred thatwhich, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute a default or breach on the part of Parent FPAC or, to the knowledge of FPAC, any Backstop Subscriber, (ii) assuming the conditions set forth in Section 10.01 and Section 10.02 will be satisfied, constitute a failure to satisfy a condition on the part of FPAC or Crescent under any condition precedent Backstop Subscriber or material term (iii) assuming the conditions set forth in Section 10.01 and Section 10.02 will be satisfied, to the knowledge of FPAC, result in any portion of the amounts to be paid by the Backstop Subscribers in accordance with the Forward Purchase Agreement and, as being unavailable on the Closing Date. As of the date hereof, Parent assuming the conditions set forth in Section 10.01 and Section 10.02 will be satisfied, FPAC has no reason to believe that any of the conditions to the consummation of the purchases under the Forward Purchase Transaction Agreement will not be satisfied, and, as of the date hereof, Parent FPAC is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied.