Common use of Subsequent Closing Clause in Contracts

Subsequent Closing. At each Subsequent Closing (unless otherwise indicated), if appropriate, the Remaining Sellers participating in such Closing shall deliver the following to the Buyer, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Subsequent Closing: (i) with respect to the Remaining Sellers participating in a particular Subsequent Closing, Deeds for the Ownership Shares of the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing substantially in the form of Exhibit A(ii) hereto, and any owner's affidavits or similar documents required by the Title Company; (ii) a Bill xx Sale; (iii) if the Undivided Interest is transferred to the Buyer on the Subsequent Closing Date, in the case of UI, the Owner Trustee Deed and Bill xx Sale, substantially in the form of Exhibit K hereto; (iv) an Assignment and Assumption Agreement, if appropriate; (v) a Release of Mortgage Indenture, in such form and with such modifications as may be necessary to meet the requirements of such Remaining Seller's mortgage, if any; (vi) the consents, waivers or approvals and all other consents, waivers and approvals necessary for the transfer at such Closing of the Ownership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements; (vii) a certificate from an authorized officer of each such Remaining Seller, dated the relevant Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.1(a), 6.1(b), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(i) and 6.1(j) have been satisfied; (viii) a copy, certified by an authorized officer of each such Remaining Seller, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (ix) a certificate of an authorized officer of each such Remaining Seller which shall identify by name and title and bear the signature of the officers of such Remaining Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (x) an opinion or opinions from one or more internal or outside counsel to each such Remaining Seller (who shall be reasonably satisfactory to the Buyer), dated the relevant Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering matters relating to such Subsequent Closing substantially as set forth in Schedule 2.11(b)(x); (xi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7; (xii) such Remaining Seller's FIRPTA Affidavit; (xiii) a certificate of good standing with respect to each such Remaining Seller, to the extent applicable (dated as of a recent date prior to such Closing Date), issued by the appropriate Secretary of State for each such Remaining Seller; (xiv) the assets of each such Remaining Seller's Decommissioning Funds in accordance with Section 5.10; and (xv) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by each such Remaining Seller at or prior to such Closing Date pursuant to this Agreement or Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer or its counsel may reasonably request in connection with the sale and transfer of the Acquired Assets or the transactions contemplated hereby; provided, however, that this subsection (xv) shall not require such Seller to prepare or obtain any surveys relating to the Real Property.

Subsequent Closing. At each The obligations of Buyer to effect the Subsequent Closing (unless otherwise indicatedand make the Approval Payment pursuant to Section 2.01(c)(i), if appropriate, shall be subject to the Remaining Sellers participating in such Closing shall deliver satisfaction of the following to conditions, as of the BuyerSubsequent Closing Date, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Subsequent Closingany of which may be waived in writing by Buyer in its sole discretion: (i) with respect Seller shall have provided to the Remaining Sellers participating in a particular Subsequent Closing, Deeds for the Ownership Shares Buyer evidence reasonably satisfactory to Buyer of the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing substantially in the form of Exhibit A(ii) hereto, and any owner's affidavits or similar documents required by the Title Company;Approval. (ii) At the Subsequent Closing, (A) the Subsequent Closing Representations (other than Section 3.08(b)), as amended pursuant to Section 5.11, if applicable, shall be true, correct and complete in all respects, and (B) the Subsequent Closing Representations in Section 3.08(b), as amended pursuant to Section 5.11, if applicable, shall be true, correct and complete except where the failure to be true, correct or complete would not reasonably be expected to have a Bill xx Sale;Material Adverse Effect; and Seller shall have delivered to Buyer a certificate dated as of the Subsequent Closing Date and executed by an officer of Seller expressly confirming that this condition has been met. (iii) if Seller shall have complied in all material respects with its obligations hereunder and under the Undivided Interest is transferred other Transaction Documents. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Buyer on Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Subsequent Closing DateSecurities Exchange Act of 1934, in the case of UI, the Owner Trustee Deed and Bill xx Sale, substantially in the form of Exhibit K hereto;as amended. (iv) an Assignment The Payment Direction and Assumption AgreementConfidentiality Letter and the Deposit Account Agreement shall have been executed by Seller and delivered by Seller to Buyer, if appropriate;and Buyer shall have received the same. (v) a Release of Mortgage Indenture, in such form and with such modifications as may be necessary to meet the requirements of such Remaining Seller's mortgage, if any; (vi) the consents, waivers or approvals and all other consents, waivers and approvals necessary for the transfer at such Closing of the Ownership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements; (vii) a certificate from an authorized officer of each such Remaining Seller, dated the relevant Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.1(a), 6.1(b), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(i) and 6.1(j) The Kreos Pledge shall have been satisfied; (viii) a copy, certified by an authorized officer of each such Remaining Seller, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (ix) a certificate of an authorized officer of each such Remaining Seller which shall identify by name and title and bear the signature of the officers of such Remaining Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (x) an opinion or opinions from one or more internal or outside counsel to each such Remaining Seller (who shall be reasonably satisfactory to the Buyer), dated the relevant Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering matters relating to such Subsequent Closing substantially as set forth in Schedule 2.11(b)(x); (xi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7; (xii) such Remaining Seller's FIRPTA Affidavit; (xiii) a certificate of good standing with respect to each such Remaining Seller, to the extent applicable (dated as of a recent date prior to such Closing Date), issued by the appropriate Secretary of State for each such Remaining Seller; (xiv) the assets of each such Remaining Seller's Decommissioning Funds in accordance with Section 5.10; and (xv) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by each such Remaining Seller at or prior to such Closing Date pursuant to this Agreement or Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer or its counsel may reasonably request in connection with the sale and transfer of the Acquired Assets or the transactions contemplated hereby; provided, however, that this subsection (xv) shall not require such Seller to prepare or obtain any surveys relating to the Real Propertyreleased.

Subsequent Closing. At each Subsequent Closing (unless otherwise indicated), if appropriate, the Remaining Sellers participating in such Closing shall deliver the following to the Buyer, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Subsequent Closing: (i) with respect to the Remaining Sellers participating in a particular Subsequent Closing, Deeds for the Ownership Shares of the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing substantially in the form of Exhibit A(ii) hereto, and any owner's affidavits or similar documents required by the Title Company; (ii) a Bill xx of Sale; (iii) if the Undivided Interest Ixxxxest is transferred to the Buyer on the Subsequent Closing Date, in the case of UI, the Owner Trustee Deed and Bill xx of Sale, substantially in the form of Exhibit K heretoherexx; (iv) an Assignment and Assumption Agreement, if appropriate; (v) a Release of Mortgage Indenture, in such form and with such modifications as may be necessary to meet the requirements of such Remaining Seller's mortgage, if any; (vi) the consents, waivers or approvals and all other consents, waivers and approvals necessary for the transfer at such Closing of the Ownership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements; (vii) a certificate from an authorized officer of each such Remaining Seller, dated the relevant Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.1(a), 6.1(b), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(i) and 6.1(j) have been satisfied; (viii) a copy, certified by an authorized officer of each such Remaining Seller, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (ix) a certificate of an authorized officer of each such Remaining Seller which shall identify by name and title and bear the signature of the officers of such Remaining Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (x) an opinion or opinions from one or more internal or outside counsel to each such Remaining Seller (who shall be reasonably satisfactory to the Buyer), dated the relevant Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering matters relating to such Subsequent Closing substantially as set forth in Schedule 2.11(b)(x); (xi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7; (xii) such Remaining Seller's FIRPTA Affidavit; (xiii) a certificate of good standing with respect to each such Remaining Seller, to the extent applicable (dated as of a recent date prior to such Closing Date), issued by the appropriate Secretary of State for each such Remaining Seller; (xiv) the assets of each such Remaining Seller's Decommissioning Funds in accordance with Section 5.10; and (xv) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by each such Remaining Seller at or prior to such Closing Date pursuant to this Agreement or Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer or its counsel may reasonably request in connection with the sale and transfer of the Acquired Assets or the transactions contemplated hereby; provided, however, that this subsection (xv) shall not require such Seller to prepare or obtain any surveys relating to the Real Property.

Subsequent Closing. At each Subsequent Closing (unless otherwise indicated), if appropriate, the Remaining Sellers participating in such Closing shall deliver the following to the Buyer, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Subsequent Closing: (i) with respect to the Remaining Sellers participating in a particular Subsequent Closing, Deeds for the Ownership Shares of the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing substantially in the form of Exhibit A(iiEXHIBIT A(II) hereto, and any owner's affidavits or similar documents required by the Title Company; (ii) a Bill xx Xxxx of Sale; (iii) if the Undivided Interest is transferred to the Buyer on the Subsequent Closing Date, in the case of UI, the Owner Trustee Deed and Bill xx Xxxx of Sale, substantially in the form of Exhibit EXHIBIT K hereto; (iv) an Assignment and Assumption Agreement, if appropriate; (v) a Release of Mortgage Indenture, in such form and with such modifications as may be necessary to meet the requirements of such Remaining Seller's mortgage, if any; (vi) the consents, waivers or approvals and all other consents, waivers and approvals necessary for the transfer at such Closing of the Ownership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements; (vii) a certificate from an authorized officer of each such Remaining Seller, dated the relevant Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.1(a), 6.1(b), 6.1(d), 6.1(e), 6.1(f), 6.1(g), 6.1(i) and 6.1(j) have been satisfied; (viii) a copy, certified by an authorized officer of each such Remaining Seller, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (ix) a certificate of an authorized officer of each such Remaining Seller which shall identify by name and title and bear the signature of the officers of such Remaining Seller authorized to execute and deliver this Agreement and the Related Agreements and instruments attached as exhibits hereto and thereto; (x) an opinion or opinions from one or more internal or outside counsel to each such Remaining Seller (who shall be reasonably satisfactory to the Buyer), dated the relevant Closing Date and reasonably satisfactory in form to the Buyer and its counsel, covering matters relating to such Subsequent Closing substantially as set forth in Schedule 2.11(b)(xSCHEDULE 2.11(B)(X); (xi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7; (xii) such Remaining Seller's FIRPTA Affidavit; (xiii) a certificate of good standing with respect to each such Remaining Seller, to the extent applicable (dated as of a recent date prior to such Closing Date), issued by the appropriate Secretary of State for each such Remaining Seller; (xiv) the assets of each such Remaining Seller's Decommissioning Funds in accordance with Section 5.10; and (xv) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by each such Remaining Seller at or prior to such Closing Date pursuant to this Agreement or Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer or its counsel may reasonably request in connection with the sale and transfer of the Acquired Assets or the transactions contemplated hereby; provided, however, that this subsection (xv) shall not require such Seller to prepare or obtain any surveys relating to the Real Property.

Subsequent Closing. At each Subsequent Closing (unless otherwise indicated)Closing, if appropriate, ------------------ the Buyer shall deliver to or at the direction of each of the Remaining Sellers participating in at such Closing shall deliver the following to the BuyerClosing, duly executed and properly acknowledged, relating to the Ownership Shares being sold, assigned or transferred at such Subsequent Closing: (i) with respect to the Remaining Sellers participating in a particular Subsequent ClosingRelevant Facility Purchase Price, Deeds the Relevant Fuel Purchase Price, the Relevant Unit 2 Purchase Price and amounts due from the Buyer, if any for the Ownership Shares of the interests of each such Remaining Seller in the Jointly Owned Real Property being transferred at the Subsequent Closing substantially in the form of Exhibit A(ii) hereto, and any owner's affidavits or similar documents required by the Title CompanyEstimated Adjustment pursuant to Section 2.6(d); (ii) a Bill xx Sale; (iii) if the Undivided Interest is transferred to the Buyer on the Subsequent Closing Date, in the case of UI, the Owner Trustee Deed and Bill xx Sale, substantially in the form of Exhibit K hereto; (iv) an Assignment and Assumption Agreement, if appropriate; (v) a Release of Mortgage Indenture, in such form and with such modifications as may be necessary to meet the requirements of such Remaining Seller's mortgage, if any; (vi) the consents, waivers or approvals and all other consents, waivers and approvals necessary for the transfer at such Closing of the Ownership Shares of each such Remaining Seller or the consummation of the transactions contemplated by this Agreement and the Related Agreements; (viiiii) a certificate from an authorized officer of each such Remaining Sellerthe Buyer, dated the relevant such Closing Date, to the effect that the conditions with respect to such Seller in its individual capacity set forth in Sections 6.1(a6.2(a), 6.1(b6.2(b), 6.1(d6.2(d), 6.1(e6.2(e), 6.1(f6.2(f), 6.1(g6.2(g), 6.1(i6.2(h), 6.2(i) and 6.1(j6.2(l) have been satisfied; (viiiiv) a copy, certified by an authorized officer of each such Remaining Sellerthe Buyer, of resolutions authorizing the execution and delivery of this Agreement and Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto, and the consummation of the transactions contemplated hereby and thereby; (ixv) a certificate of an authorized officer of each such Remaining Seller the Buyer which shall identify by name and title and bear the signature of the officers of such Remaining Seller the Buyer authorized to execute and deliver this Agreement and the Related Agreements to which the Buyer is a party and instruments attached as exhibits hereto and thereto; (xvi) an opinion or opinions from one or more internal or outside counsel to each such Remaining Seller the Buyer (who shall be reasonably satisfactory to the BuyerRemaining Sellers), dated the relevant such Closing Date and reasonably satisfactory in form to the Buyer Remaining Sellers and its their counsel, covering substantially the matters relating to such Subsequent Closing substantially as set forth in Schedule 2.11(b)(x);2.12; ------------- (xi) the Title Commitments to be delivered by such Remaining Sellers pursuant to Section 3.7; (xii) such Remaining Seller's FIRPTA Affidavit; (xiiivii) a certificate of good standing with respect to each such Remaining Seller, to the extent applicable Buyer (dated as of a recent date prior to such Closing Date), ) issued by the appropriate Secretary of State for each such Remaining Sellerof Delaware; (xivviii) a certificate of good standing with respect to the assets Buyer (dated as of each a recent date prior to such Remaining Seller's Decommissioning Funds in accordance with Section 5.10; andClosing Date) issued by the Secretary of State of New Hampshire; (xvix) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by each such Remaining Seller the Buyer at or prior to such Closing Date pursuant to this Agreement or the Related Agreements or otherwise reasonably required in connection herewith or therewith, including all such other instruments of sale, transfer, conveyance, assignment or assumption as the Buyer Remaining Sellers or its their counsel may reasonably request in connection with the sale and transfer purchase of the Acquired Assets or the transactions contemplated hereby; provided, however, that this subsection and (xvx) shall not require such Seller to prepare or obtain any surveys relating to the Real Propertyextent the Buyer delivered the item specified i Section 2.12(a)(xvi) at the Initial Closing Date, an Easement Agreement executed by the Buyer with respect to the Ownership Shares it acquires at such Closing.