Common use of By Transferor Clause in Contracts

By Transferor. Subject to the terms and conditions of this Agreement, at the Closing, Transferor shall deliver to Transferee each of the following items: (i) a counterpart to the instrument of transfer with respect to the transfer of the Contributed Interests to Enviva, LP in substantially the form attached hereto as Exhibit B (the “Interest Conveyance”), duly executed by Transferor; (ii) a counterpart to the instrument of assignment with respect to the assignment to Enviva, LP of the Off-take Contract in substantially the form attached hereto as Exhibit C (the “Off-take Contract Assignment”), duly executed by Transferor; (iii) a copy of the instrument of assignment with respect to the assignment to Enviva, LP of the Shipping Contract in substantially the form attached hereto as Exhibit D (the “Shipping Contract Assignment”) and a copy of the notice of assignment in substantially the form attached hereto as Exhibit D-1, each duly executed by Enviva Holdings, LP; (iv) a counterpart to the termination agreement with respect to the termination of the Southampton Confirmation in substantially the form attached hereto as Exhibit E (the “DAP Pellet Sales Confirmation Termination”), duly executed by Transferor; (v) a counterpart to the termination agreement with respect to the termination of the Terminal Services Agreement in substantially the form attached hereto as Exhibit F (the “Terminal Services Agreement Termination”), duly executed by Transferor; and (vi) a FIRPTA Certificate, duly executed by Transferor.

By Transferor. Subject to the terms and conditions of this Agreement, at the Closing, Transferor shall deliver to Transferee each of the following items: (i) a certificate, dated as of the Closing Date, certifying that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied, duly executed by a Responsible Officer of Transferor; (ii) a counterpart to the instrument of transfer with respect to the transfer of the Contributed Interests to Enviva, LP in substantially the form attached hereto as Exhibit B (the “Interest Conveyance”), duly executed by Transferor;Transferor; (iiiii) a counterpart to the instrument of assignment with respect to the assignment to Enviva, LP of the Off-take Dong Contract in substantially the form attached hereto as Exhibit C (the “Off-take Dong Contract Assignment”), duly executed by Transferor;▇▇▇▇▇▇▇; (iiiiv) a copy of counterpart or counterparts to the instrument of assignment notice to Dong from Enviva, LP and ▇▇▇▇▇▇▇ with respect to the assignment to Enviva, LP of the Shipping Dong Contract pursuant to the Dong Contract Assignment in substantially the form attached hereto as Exhibit H (the “Dong Letter Agreement”), duly executed by ▇▇▇▇▇▇▇ and acknowledged by Dong; (v) a counterpart to the ▇▇▇▇▇▇▇ Secondary Supply Agreement between Transferee, as seller, and Transferor, as buyer, in substantially the form attached hereto as Exhibit D (the “Shipping Contract Assignment▇▇▇▇▇▇▇ Secondary Supply Agreement”), duly executed by Transferor; (vi) a counterpart to the DAP Terminal Services Agreement between Enviva, LP and Enviva Port of Wilmington, LLC (“Wilmington”) and a copy of the notice of assignment in substantially the form attached hereto as Exhibit D-1E (the “▇▇▇▇▇▇▇-Wilmington Terminal Services Agreement”), each duly executed by Enviva Holdings, LP;Wilmington; (ivvii) a counterpart to the termination agreement with respect to the termination of the Southampton Confirmation in substantially the form attached hereto as Exhibit E (the “DAP Pellet Sales Confirmation Termination”), duly executed by Transferor; (v) a counterpart to the termination agreement with respect to the termination of the ▇▇▇▇▇▇▇-Chesapeake Terminal Services Agreement in substantially the form attached hereto as Exhibit F (the “▇▇▇▇▇▇▇-Chesapeake Terminal Services Agreement Termination”), duly executed by Transferor; and▇▇▇▇▇▇▇; (viviii) a FIRPTA Certificate, duly executed by TransferorTransferor; and (ix) in the event the ▇▇▇▇▇▇▇ Threshold is met, a counterpart to a Registration Rights Agreement including, among other things, provisions incorporating the terms set forth on Exhibit G attached hereto (the “Registration Rights Agreement”), duly executed by ▇▇▇▇▇▇▇.

By Transferor. Subject to the terms and conditions of this Agreement, at the Closing, Transferor shall deliver to Transferee each of the following items: (i) a certificate, dated as of the Closing Date, certifying that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied, duly executed by a Responsible Officer of Transferor; (ii) a counterpart to the instrument of transfer with respect to the transfer of the Contributed Interests to Enviva, LP in substantially the form attached hereto as Exhibit B (the “Interest Conveyance”), duly executed by Transferor; (ii) a counterpart to the instrument of assignment with respect to the assignment to Enviva, LP of the Off-take Contract in substantially the form attached hereto as Exhibit C (the “Off-take Contract Assignment”), duly executed by Transferor; (iii) a copy of the instrument of assignment with respect to the assignment to Enviva, LP of the Shipping Contract in substantially the form attached hereto as Exhibit D (the “Shipping Contract Assignment”) and a copy of the notice of assignment in substantially the form attached hereto as Exhibit D-1, each duly executed by Enviva Holdings, LP; (iv) a counterpart to the termination agreement with respect to the termination of the Southampton Confirmation ▇▇▇▇▇▇▇-Wilmington Terminal Services Agreement in substantially the form attached hereto as Exhibit E C (the “DAP Pellet Sales Confirmation ▇▇▇▇▇▇▇-Wilmington TSA Termination”), duly executed by Wilmington; (iv) a FIRPTA Certificate, duly executed by Transferor; (v) a counterpart to the termination agreement with respect Throughput Option Agreement between Wilmington and Laurens in substantially the form attached hereto as Exhibit D (“Throughput Option Agreement”), duly executed by each of Laurens and Wilmington; (vi) in the event the ▇▇▇▇▇▇▇ Threshold is met, a counterpart to a Registration Rights Agreement including, among other things, provisions incorporating the terms set forth on Exhibit E attached hereto (the “Registration Rights Agreement”), duly executed by ▇▇▇▇▇▇▇; and (vii) counterparts to Amendment No. 1 to the termination of the Colombo-Wilmington Terminal Services Agreement between Wilmington and EH in substantially the form attached hereto as Exhibit F (the “Terminal Services Agreement TerminationTSA Amendment”), duly executed by Transferor; and (vi) a FIRPTA Certificate, duly executed by Transferoreach of Wilmington and EH.

By Transferor. Subject to the terms and conditions of this Agreement, at the Closing, Transferor shall deliver to Transferee each of the following items: (i) a certificate, dated as of the Closing Date, certifying that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied, duly executed by a Responsible Officer of Transferor; (ii) a counterpart to the instrument of transfer with respect to the transfer of the Contributed Interests to Enviva, LP in substantially the form attached hereto as Exhibit B (the “Interest Conveyance”), duly executed by Transferor; (iiiii) a counterpart to the instrument of assignment with respect to the assignment to Enviva, LP of the Off-take Dong Contract in substantially the form attached hereto as Exhibit C (the “Off-take Dong Contract Assignment”), duly executed by Transferor▇▇▇▇▇▇▇; (iiiiv) a copy of counterpart or counterparts to the instrument of assignment notice to Dong from Enviva, LP and ▇▇▇▇▇▇▇ with respect to the assignment to Enviva, LP of the Shipping Dong Contract pursuant to the Dong Contract Assignment in substantially the form attached hereto as Exhibit H (the “Dong Letter Agreement”), duly executed by ▇▇▇▇▇▇▇ and acknowledged by Dong; (v) a counterpart to the ▇▇▇▇▇▇▇ Secondary Supply Agreement between Transferee, as seller, and Transferor, as buyer, in substantially the form attached hereto as Exhibit D (the “Shipping Contract Assignment▇▇▇▇▇▇▇ Secondary Supply Agreement”), duly executed by Transferor; (vi) a counterpart to the DAP Terminal Services Agreement between Enviva, LP and Enviva Port of Wilmington, LLC (“Wilmington”) and a copy of the notice of assignment in substantially the form attached hereto as Exhibit D-1E (the “▇▇▇▇▇▇▇-Wilmington Terminal Services Agreement”), each duly executed by Enviva Holdings, LPWilmington; (ivvii) a counterpart to the termination agreement with respect to the termination of the Southampton Confirmation in substantially the form attached hereto as Exhibit E (the “DAP Pellet Sales Confirmation Termination”), duly executed by Transferor; (v) a counterpart to the termination agreement with respect to the termination of the ▇▇▇▇▇▇▇-Chesapeake Terminal Services Agreement in substantially the form attached hereto as Exhibit F (the “▇▇▇▇▇▇▇-Chesapeake Terminal Services Agreement Termination”), duly executed by Transferor; and▇▇▇▇▇▇▇; (viviii) a FIRPTA Certificate, duly executed by Transferor; and (ix) in the event the ▇▇▇▇▇▇▇ Threshold is met, a counterpart to a Registration Rights Agreement including, among other things, provisions incorporating the terms set forth on Exhibit G attached hereto (the “Registration Rights Agreement”), duly executed by ▇▇▇▇▇▇▇.