Common use of Transferee’s Closing Conditions Clause in Contracts

Transferee’s Closing Conditions. Transferee’s obligation to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by Transferee), at or prior to the Closing, of each of the following conditions: (a) Transferor shall have performed and complied in all material respects with all the covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (b) The representations and warranties (other than the Fundamental Representations of Transferor) made by Transferor in Article III (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, except in the case of the term Material Contract) shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date), except to the extent the failure of such representations and warranties to be so true and correct would not, in the aggregate, have a Material Adverse Effect. The Fundamental Representations made by Transferor in Article III shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date). For purposes of determining whether the condition in this Section 6.2(b) has been satisfied, any breach of a representation or warranty arising from any Person’s compliance with the express terms of this Agreement shall be disregarded. (c) Since the Execution Date, there shall have been no event, change, occurrence, development or set of circumstances or facts that, individually or in the aggregate, have had a Material Adverse Effect. (d) Transferor shall have delivered or caused the delivery of the Closing deliverables set forth in Section 2.4(a).

Transferee’s Closing Conditions. Transferee’s obligation to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by Transferee, with Member Approval in accordance with the LLC Agreement), at or prior to the Closing, of each of the following conditions: (a) Transferor shall have reached mutually satisfactory arrangements with the applicable lender(s) under the Credit Facilities for (i) releases or terminations (satisfactory to such lender(s) and reasonably satisfactory to Transferee and Transferor) of all Liens existing on the Contributed Interests, the Southampton Plant, and any other collateral pledged or guaranties by Southampton in connection with the Credit Facilities and (ii) to the extent required under the Credit Facilities, any other consents or waivers to the applicable Enviva Affiliates’ entry into and performance of each of the Contribution Documents and the consummation of the transactions contemplated hereby and thereby. (b) Transferor shall have performed and complied in all material respects with all the covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (bc) The representations and warranties (other than the Fundamental Representations of Transferor) made by Transferor in Article III (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, except in the case of the term Material Contract) shall be true and correct on and as of the Execution Date and on and as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date), except to the extent the failure of such representations and warranties to be so true and correct would not, in the aggregate, have a Material Adverse Effect. The Fundamental Representations made by Transferor in Article III shall be true and correct on and as of the Execution Date and on and as of the Closing Date as though made on and as of the Closing CONTRIBUTION AGREEMENT Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date). For purposes of determining whether the condition in this Section 6.2(b6.1(c) has been satisfied, any breach of a representation or warranty arising from any Person’s compliance with the express terms of this Agreement shall be disregarded. (cd) Since the Execution Date, there shall have been no event, change, occurrence, development or set of circumstances or facts that, individually or in the aggregate, have had a Material Adverse Effect, and no event, change, occurrence, development or set of circumstances or facts shall have occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (de) There shall not be any action or proceeding before any Governmental Entity with respect to which an unfavorable judgment, order, decree or ruling would prohibit the consummation of the transactions contemplated by this Agreement or declare the consummation of the transactions unlawful or require the consummation of the transactions to be rescinded. (f) Transferor shall have obtained, and delivered or caused the delivery to Transferee copies of, each of the Closing deliverables set forth Transferor Approvals and Consents, each of which shall be in full force and effect and shall be free from any term, condition, restriction, or imposed liability with respect to Transferee, Southampton, or the Southampton Plant. (g) Transferee shall have received a certificate, issued pursuant to Treasury Regulations Section 2.4(a1.1445-2(b) and signed and properly executed by Enviva Holdings, LP (the “FIRPTA Certificate”), stating that Southampton is a disregarded entity and that Enviva Holdings, LP, its sole owner for purposes of Treasury Regulation Section 1.1445-2(b)(2)(iii), is not a foreign person within the meaning of Code Section 1445.

Transferee’s Closing Conditions. Transferee’s obligation to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by Transferee, with Member Approval in accordance with the LLC Agreement), at or prior to the Closing, of each of the following conditions: (a) Transferor shall have reached mutually satisfactory arrangements with the applicable lender(s) under the Credit Facilities for (i) releases or terminations (satisfactory to such lender(s) and reasonably satisfactory to Transferee and Transferor) of all Liens existing on the Contributed Interests, the Southampton Plant, and any other collateral pledged or guaranties by Southampton in connection with the Credit Facilities and (ii) to the extent required under the Credit Facilities, any other consents or waivers to the applicable Enviva Affiliates’ entry into and performance of each of the Contribution Documents and the consummation of the transactions contemplated hereby and thereby. (b) Transferor shall have performed and complied in all material respects with all the covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (bc) The representations and warranties (other than the Fundamental Representations of Transferor) made by Transferor in Article III (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, except in the case of the term Material Contract) shall be true and correct on and as of the Execution Date and on and as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date), except to the extent the failure of such representations and warranties to be so true and correct would not, in the aggregate, have a Material Adverse Effect. The Fundamental Representations made by Transferor in Article III shall be true and correct on and as of the Execution Date and on and as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date). For purposes of determining whether the condition in this Section 6.2(b6.1(c) has been satisfied, any breach of a representation or warranty arising from any Person’s compliance with the express terms of this Agreement shall be disregarded. (cd) Since the Execution Date, there shall have been no event, change, occurrence, development or set of circumstances or facts that, individually or in the aggregate, have had a Material Adverse Effect, and no event, change, occurrence, development or set of circumstances or facts shall have occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (de) There shall not be any action or proceeding before any Governmental Entity with respect to which an unfavorable judgment, order, decree or ruling would prohibit the consummation of the transactions contemplated by this Agreement or declare the consummation of the transactions unlawful or require the consummation of the transactions to be rescinded. (f) Transferor shall have obtained, and delivered or caused the delivery to Transferee copies of, each of the Closing deliverables set forth Transferor Approvals and Consents, each of which shall be in full force and effect and shall be free from any term, condition, restriction, or imposed liability with respect to Transferee, Southampton, or the Southampton Plant. (g) Transferee shall have received a certificate, issued pursuant to Treasury Regulations Section 2.4(a1.1445-2(b) and signed and properly executed by Enviva Holdings, LP (the “FIRPTA Certificate”), stating that Southampton is a disregarded entity and that Enviva Holdings, LP, its sole owner for purposes of Treasury Regulation Section 1.1445-2(b)(2)(iii), is not a foreign person within the meaning of Code Section 1445.

Transferee’s Closing Conditions. Transferee’s obligation to consummate the transactions contemplated by this Agreement Transaction are subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by Transferee), at or prior to the Closing, of each of the following conditions: (a) Transferor shall have performed and complied in all material respects with all the covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (b) The representations and warranties (other than the Fundamental Representations of Transferor) made by Transferor in Article III (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, except in the case of the term Material Contract) shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date), except to the extent the failure of such representations and warranties to be so true and correct would not, in the aggregate, have a Material Adverse Effect. The Fundamental Representations made by Transferor in Article III shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date). For purposes of determining whether the condition in this Section 6.2(b) has been satisfied, any breach of a representation or warranty arising from any Person’s compliance with the express terms of this Agreement shall be disregarded. (c) Since the Execution Date, there shall have been no event, change, occurrence, development or set of circumstances or facts that, individually or in the aggregate, have had a Material Adverse Effect. (d) Transferor shall have delivered or caused the delivery of the Closing deliverables set forth in Section 2.4(a2.5(a). (e) If the Hamlet Purchase Price has been paid prior to the Closing, not less than $65,000,000 of such payment has been distributed by EWH (in cash or by the issuance of Transferee Units) to the members of EWH other than Transferor pursuant to the EWH LLC Agreement.

Transferee’s Closing Conditions. Transferee’s obligation to consummate the transactions contemplated by this Agreement Transaction are subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by Transferee), at or prior to the Closing, of each of the following conditions: (a) Transferor shall have performed and complied in all material respects with all the covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (b) The representations and warranties (other than the Fundamental Representations of Transferor) made by Transferor in Article III (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, except in the case of the term Material Contract) shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date), except to the extent the failure of such representations and warranties to be so true and correct would not, in the aggregate, have a Material Adverse Effect. The Fundamental Representations made by Transferor in Article III shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date). For purposes of determining whether the condition in this Section 6.2(b) has been satisfied, any breach of a representation or warranty arising from any Person’s compliance with the express terms of this Agreement shall be disregarded. (c) Since the Execution Date, there shall have been no event, change, occurrence, development or set of circumstances or facts that, individually or in the aggregate, have had a Material Adverse Effect. (d) Transferor shall have delivered or caused the delivery of the Closing deliverables set forth in Section 2.4(a).

Transferee’s Closing Conditions. Transferee’s obligation to consummate the transactions contemplated by this Agreement Transaction are subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by Transferee), at or prior to the Closing, of each of the following conditions: (a) Each of Enviva Holdings and Transferor shall have performed and complied in all material respects with all the covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.; (b) The representations and warranties (other than the Fundamental Representations of Enviva Holdings and Transferor) made by Enviva Holdings and Transferor in Article III (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, except in the case of the term Material Contract) shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date), except to the extent the failure of such representations and warranties to be so true and correct would not, in the aggregate, have a Material Adverse Effect. The Fundamental Representations made by Enviva Holdings and Transferor in Article III shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date). For purposes of determining whether the condition in this Section 6.2(b) has been satisfied, any breach of a representation or warranty arising from any Person’s compliance with the express terms of this Agreement shall be disregarded.; (c) Since the Execution Date, there shall have been no event, change, occurrence, development or set of circumstances or facts that, individually or in the aggregate, have had a Material Adverse Effect.; and (d) Transferor and Enviva Holdings, as applicable, shall have delivered or caused the delivery of the Closing deliverables set forth in Section 2.4(a).