Common use of Both Parties’ Obligation to Close Clause in Contracts

Both Parties’ Obligation to Close. In addition to the conditions to each Party’s respective obligations to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies set forth in Section 3.4 of the Agreement, the respective obligations of each Party to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies are subject to the satisfaction or written waiver, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by agreement of Seller and Purchaser, in whole or in part, to the extent permitted by applicable Law) (if “none” is written below, then there are no additional conditions under Section 3.4 of the Agreement): (a) Emerald Breeze Projects representing an aggregate nameplate capacity of at least 1.0 gigawatts shall have achieved Commercial Operation and the total nameplate capacity that has been installed, commissioned and placed-in-service at each such Emerald Breeze Project shall satisfy the requirements with respect to total nameplate capacity under the applicable Power Purchase Agreement(s) for such Emerald Breeze Project, and the Emerald Breeze Tax Equity Financing for each such Emerald Breeze Project shall have been consummated (excluding with respect to Deferred Contributions and other post-closing obligations set forth in the applicable Emerald Breeze Project Financing Documents), pursuant to and substantially in accordance with the terms of the applicable Emerald Breeze ECCA; and (b) the Emerald Breeze Project Financing Documents shall be in full force and effect, except for any Emerald Breeze Project Financing Documents relating to any Delayed Projects, as determined pursuant to paragraph 2 of Part VII of this Acquired Companies Annex (but subject to subparagraph 1(b) of this Part V of this Acquired Companies Annex).

Both Parties’ Obligation to Close. In addition to the conditions to each Party’s respective obligations to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies set forth in Section 3.4 of the Agreement, the respective obligations of each Party to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies are subject to the satisfaction or written waiver, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by agreement of Seller and Purchaser, Purchaser in whole or in part, part to the extent permitted by applicable Law) (if “none” is written below, then there are no additional conditions under Section 3.4 of the Agreement): (a) Emerald Breeze Projects all Governmental Authorizations required to consummate the Closing shall have been filed or obtained and shall be in full force and effect on the Closing Date, and all waiting periods imposed by any Governmental Authority in respect thereof shall have expired; provided, however, that the absence of any rehearing or appeal and the expiration of any rehearing or appeal period with respect to any of the foregoing shall not constitute a condition to Closing hereunder; (b) at least ten (10) of the Projects, representing an aggregate nameplate name plate capacity of at least 1.0 gigawatts two (2)-gigawatts, (i) shall have achieved Commercial Operation and the total nameplate capacity that has been installed, commissioned and placed-in-service at each such Emerald Breeze applicable Project shall satisfy the requirements with respect to total nameplate capacity under the applicable Power Purchase Agreement(s) Agreement for such Emerald Breeze Project, and (ii) the Emerald Breeze Tax Equity Financing for each such Emerald Breeze Project shall have been consummated (excluding with respect to Deferred Contributions and other post-closing obligations set forth in the applicable Emerald Breeze Project Financing Documents), pursuant to and substantially in accordance with the terms of the applicable Emerald Breeze Tax Equity ECCA; and (bc) the Emerald Breeze Project Financing Documents shall be in full force and effect, except for any Emerald Breeze Project Financing Documents relating to any Delayed Projects, as determined pursuant to paragraph 2 of Part VII of this Acquired Companies Annex (but subject to subparagraph 1(b) of this Part V of this Acquired Companies Annex).

Both Parties’ Obligation to Close. In addition to the conditions to each Party’s respective obligations to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies set forth in Section 3.4 of the Agreement, the respective obligations of each Party to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies are subject to the satisfaction or written waiver, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by agreement of Seller and Purchaser, Purchaser in whole or in part, part to the extent permitted by applicable Law) (if “none” is written below, then there are no additional conditions under Section 3.4 of the Agreement): (a) Emerald Breeze Projects representing an aggregate nameplate capacity of at least 1.0 gigawatts shall have achieved Commercial Operation and all Governmental Authorization required to consummate the total nameplate capacity that has been installed, commissioned and placed-in-service at each such Emerald Breeze Project shall satisfy the requirements with respect to total nameplate capacity under the applicable Power Purchase Agreement(s) for such Emerald Breeze Project, and the Emerald Breeze Tax Equity Financing for each such Emerald Breeze Project shall have been consummated (excluding with respect to Deferred Contributions and other post-closing obligations set forth in the applicable Emerald Breeze Project Financing Documents), pursuant to and substantially in accordance with the terms of the applicable Emerald Breeze ECCA; andClosing is received; (b) the Emerald Breeze Tax Equity Financing shall have been consummated with respect to each of the Pine Brooke Projects, and Seller shall have contributed, or caused to have been contributed, all of the outstanding Equity Interests of each of the Pine Brooke Project Financing Documents Companies to the Pine Brooke Company; (c) each of the Pine Brooke Projects shall have achieved Commercial Operation; (d) the Pine Brooke A&R LLC Agreement shall be in full force and effect; (e) in the event of a Commercial Operation Delay or a Tax Equity Shortfall, except for any Emerald Breeze Project Financing Documents relating to any Delayed Projectsa Delay Agreement shall have been mutually agreed upon by the Parties; and (f) each of the additional conditions, as determined pursuant to paragraph 2 if any, set forth in Section D of Part VII of this Acquired Companies Annex (but subject to subparagraph 1(b) of this Part V Appendix B of this Acquired Companies Annex).