By Transferee Clause Samples

By Transferee. Transferee represents and warrants to Transferor that: 5.2.1. Transferee is a regional water and sewer district which is a political subdivision of the State of Ohio, pursuant to Ohio Revised Code chapter 6119. Transferee has duly authorized the execution and performance of this Agreement, and such execution and performance will not violate its controlling documents, or any other agreement to which Transferee is a party. The individual executing this Agreement and the instruments and documents referenced herein on behalf of Transferee has the power, right, and authority to bind Transferee. 5.2.2. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Transferee pursuant to this Agreement shall be duly authorized, executed and delivered by Transferee or its assignee. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Transferee or its assignee pursuant to this Agreement shall be valid and legally binding upon Transferee or its assignee and enforceable in accordance with their respective terms. 5.2.3. Neither the execution of this Agreement nor the consummation of the transaction contemplated hereby does now constitute or shall result in the breach of, or a default under any agreement, document, instrument or other obligation to which Transferee is a party or by which Transferee may be bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to the Transferee or the Property.

By Transferee. Transferee shall indemnify, defend, and hold harmless Transferor, its Affiliates, and its and their respective members, managers, officers, directors, shareholders, licensors, and personnel (collectively, “Indemnitees”) from and against any and all Losses arising out of or based on: (i) any breach of Transferee’s representations and warranties set forth in Article 4; (ii) Transferee’s or its sublicensee’s unauthorized use of any Licensed Asset or any asset or right under a Third-Party License Agreement; and (iii) the development, formulation, manufacture, clinical trial, marketing, sale, distribution or any other use by or through Transferee of the Compound or Licensed Product, including all recalls warranty claims, and product liability claims arising in connection with the Compound or any Licensed Product manufactured, used or distributed by Transferee or its affiliates, agents, representatives or sublicensees; excluding, in each case, any Losses attributable to the negligence, willful misconduct or breach by Transferor of its obligations under the Services Agreement; and, excluding further, any losses for which Transferor has an indemnification obligation pursuant to Section 10.1.

By Transferee. Subject to the terms and conditions of this Agreement, at the Closing, Transferee shall deliver each of the following items: (i) to Transferor, a certificate, dated as of the Closing Date, duly executed by a Responsible Officer of the Operator (as defined in the LLC Agreement) certifying that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied; (ii) to Enviva Member, 104,000,000 Class B Units issued in book entry form; CONTRIBUTION AGREEMENT (iii) to Enviva Member, a duly executed counterpart to the Interest Conveyance with respect to the acceptance of the Contributed Interests by Transferee; (iv) to Transferor, a copy of the Southampton Confirmation, duly executed by Transferee; and (v) to Enviva Port of Chesapeake, LLC, a copy of the Chesapeake Terminal Services Agreement, duly executed by Transferee.

By Transferee. Subject to the terms and conditions of this Agreement, at the Closing, Transferee shall deliver to Transferor (or to the extent specifically set forth below, to its designee) each of the following items: (i) the Cash Consideration, by wire transfer of immediately available funds to an account specified by Transferor; (ii) to Enviva Development Holdings, LLC, the New Common Units, by issuance of such New Common Units (in book-entry form), by instruction to Transferee’s transfer agent or otherwise, and evidence of such issuance that is reasonably satisfactory to Transferor; (iii) a counterpart to the Interest Conveyance, duly executed by Enviva, LP; (iv) a counterpart to the Off-take Contract Assignment, duly executed by Enviva, LP; (v) a counterpart to the Shipping Contract Assignment, duly executed by Enviva, LP; (vi) a counterpart to the DAP Pellet Sales Confirmation Termination, duly executed by Enviva, LP; (vii) a counterpart to the Terminal Services Agreement Termination, duly executed by Enviva Port of Chesapeake, LLC; and (viii) a counterpart to the Registration Rights Amendment, duly executed by Transferee, Enviva MLP Holdco, LLC and Enviva Cottondale Acquisition I, LLC. The issuance of New Common Units to Enviva Development Holdings, LLC pursuant to Section 2.4(b)(ii) is intended to reflect (a) the issuance of the New Common Units to Transferor, followed immediately by (b) a distribution of the New Common Units to Enviva Development Holdings, LLC, and the Parties shall treat it consistently therewith.

By Transferee. Transferee hereby agrees to indemnify, protect, defend and hold Transferor and each present and former director, officer and employee of Transferor harmless from and against any claim, demand, obligation, loss, cost, damage, liability, judgment or expense (including, without limitation, reasonable attorneys’ fees, charges and disbursements) (collectively, “Claims”) arising out of or in connection with (i) the breach of any of Transferee’s representations or warranties set forth herein (subject to the survival limitations set forth in Section 9.6 hereof), (ii) the breach of any of Transferee’s covenants or agreements set forth herein, or (iii) any claim or cause of action brought by a third-party that arises as a result of an action or event that occurred after the Closing and during Transferee’s period of ownership or control of the applicable Property, that relates to the ownership of the Entity Interests, or the ownership, operation or maintenance of the Properties; provided, however, that Transferee’s obligation to indemnify Transferor under clause (i) above shall be subject to the following restrictions, (a) Transferee shall not be obligated to pay any amounts with respect to breaches of representations and warranties until the aggregate obligation of Transferee with respect to such breaches exceeds $250,000, whereupon Transferee shall be liable for all such amounts whether or not they exceed $250,000, and (b) in no event shall the aggregate liability of Transferee to Transferor with respect to breaches of representations and warranties exceed $7,500,000.

By Transferee. Subject to the timely satisfaction of all the conditions precedent set forth in Section 4.2, Transferee shall deliver upon Closing: A. A release duly signed by Las Vegas Development Co., L.L.C., a Nevada limited liability company of Transferor for any brokerage fees arising out of Escrow #99-12-0047 DTL at Nevada Title Company in the form attached as E.

By Transferee. Subject to the terms and conditions of this Agreement, at the Funding, Transferee shall deliver to Transferor (or to the extent specifically set forth below, to Transferor’s designee) each of the following items: (i) the Estimated Closing Purchase Price, by wire transfer of immediately available funds to an account specified by Transferor; and (ii) to the extent Closing New Common Units are included as part of the Closing Purchase Price pursuant to Section 2.2, to Transferor, such Closing New Common Units, by issuance of such Closing New Common Units (in book-entry form) by instruction to Transferee’s transfer agent or otherwise, and evidence of such issuance that is reasonably satisfactory to Transferor.

By Transferee. Subject to the terms and conditions of this Agreement, at the Closing, Transferee shall deliver or shall cause to be delivered to Transferor (or to the extent specifically set forth below, to Transferor’s designee) each of the following items: (i) a certificate, dated as of the Closing Date, certifying the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied, duly executed by a Responsible Officer of the General Partner; (ii) a counterpart to the Interest Conveyance, duly executed by each of Enviva, LP, Transferee, and Enviva GP, LLC; (iii) a counterpart to the Contract Assignment, duly executed by each of Transferee, Enviva, LP and Enviva Pellets Cottondale, LLC; (iv) a counterpart to the Note Guarantee Assignment, duly executed by Transferee; (v) a counterpart to the Confirmation Termination, duly executed by Enviva, LP; (vi) a counterpart to the Lease Guarantee Assignment, duly executed by Transferee; and (vii) a counterpart to the Make-Whole Agreement, duly executed by Enviva, LP.

By Transferee. TRANSFEREE agrees to defend, indemnify and hold harmless TRANSFEROR and its affiliates, successors and assigns, and the officers, directors, employees and agents of each of them, from and against any and all claims, threatened claims, damages, losses, expenses, obligations, liabilities, actions, suits, including without limitation, interest and penalties, reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim, action or suit, asserted by third parties against TRANSFEROR that arise out of, result from or are related to: (i) the violation of any statute, regulation or rule of Law by TRANSFEREE in the performance of its obligations under this Agreement; (ii) a breach or alleged breach of any representation, covenant, or warranty made by TRANSFEREE in this Agreement; (iii) activities taking place at TRANSFEREE’s facilities and that do not involve TRANSFEROR; (iv) a breach or alleged breach by TRANSFEREE of any of the other terms or conditions of this Agreement, or (v) the negligence or other wrongdoing of TRANSFEREE or its affiliates or any employee or agent of TRANSFEREE or its affiliates.