Common use of Lessee’s Conditions to Closing Clause in Contracts

Lessee’s Conditions to Closing. The obligations of Lessee to consummate the transactions provided for in this Agreement are subject to the satisfaction (or waiver by Lessee) on or prior to the Closing of each of the following conditions precedent (except for those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction of such conditions): (a) The representations and warranties of each CCS Party set forth in Section 3.1 shall be true and correct in all respects (other than any representations and warranties of each CCS Party that are qualified by a “Material Adverse Effect”, which, to the extent so qualified, shall be true and correct in all respects) at and as of the Closing. (b) CCS shall provide to Lessee a written certification, substantially in the form of Exhibit F (the “Certification”), with respect to the New Facility once CCS believes the New Facility has passed all Tests and has been placed in service within the meaning of Section 45(d)(8) of the Code and Lessee shall have delivered to CCS its written acceptance of the Certification (the “Acceptance”), which Lessee may withhold in its sole discretion. (c) The CCS Parties shall provide to Lessee the opportunity to conduct due diligence with respect to the New Facility as Lessee deems appropriate, and shall at a minimum provide Lessee with the Due Diligence Materials. (d) Each of the CCS Parties shall have performed or complied with in all material respects the obligations, agreements and covenants of each CCS Party contained in this Agreement as to which performance or compliance by such CCS Party is required prior to or on the Closing Date. (e) The CCS Parties shall have delivered to Lessee the CCS Deliverables.

Lessee’s Conditions to Closing. The obligations of Lessee to consummate the transactions provided for in this Agreement are subject to the satisfaction (or waiver by Lessee) on or prior to the Closing of each of the following conditions precedent (except for those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction of such conditions): (a) The representations and warranties of each CCS Party set forth in Section 3.1 shall be true and correct in all respects (other than any representations and warranties of each CCS Party that are qualified by a “Material Adverse Effect”, which, to the extent so qualified, shall be true and correct in all respects) at and as of the Closing.. US 1104132v.7 (b) CCS shall provide to Lessee a written certification, substantially in the form of Exhibit F (the “Certification”), with respect to the New Facility once CCS believes the New Facility has passed all Tests and has been placed in service within the meaning of Section 45(d)(8) of the Code and Lessee shall have delivered to CCS its written acceptance of the Certification (the “Acceptance”), which Lessee may withhold in its sole discretion. (c) The CCS Parties shall provide to Lessee the opportunity to conduct due diligence with respect to the New Facility as Lessee deems appropriate, and shall at a minimum provide Lessee with the Due Diligence Materials. (d) Each of the CCS Parties shall have performed or complied with in all material respects the obligations, agreements and covenants of each CCS Party contained in this Agreement as to which performance or compliance by such CCS Party is required prior to or on the Closing Date. (e) The CCS Parties shall have delivered to Lessee the CCS Deliverables.