Common use of Completion of the Transfer Clause in Contracts

Completion of the Transfer. 7.1 The Parties agree that after all preparation work for the Transfer has been set forth in Section 6.3 of this Agreement has been completed they will establish a “transfer team” ("Transfer Team") jointly to deliver the Target Company (including Target Company, Subsidiary Companies and its Related Companies listed in Annex II) within 3 working days. The day when Transfer Team is established is the Commencement Day of Handover. 7.2 The Transferor shall prepare a list of transfer for the Transfer Team. The list shall show all the assets, corporate books required by the law, account books, documents, agreements, and contracts and so on of Target Company, Subsidiary Companies and its Related Companies listed in Annex II. 7.3 If the Transferor provide reports or data of the Target Company, Subsidiary Companies and its Related Companies listed in Annex II which are materially different from actual facts, the Transferor shall be considered as in breach of this Agreement, the Transferee is entitled to terminate this Agreement (whereupon Transferor will be entitled to a refund of the purchase price paid by the Transferor) and require the Transferor to compensate relevant damages and losses. The Transferee is entitled to decide to waive such rights partially or entirely at its sole discretion. 7.4 To facilitate the Completion of the Transfer, the Transferor shall submit the following documents to the Transferee: （1 Permits and approvals in writing for the alteration registration of equity transfer of the Target Company, Subsidiary Companies and its Related Companies listed in Annex II (if any) from Committees of Foreign Trade and Economic Cooperation and AIC; （2 Certificates of ownership of the Transferred Equity (including register of shareholders of the Target Company, Subsidiary Companies and its Related Companies listed in Annex II); （3 Certificates or documents which proves that Subsidiary Companies of Target Company and its Related Companies of Target Company listed in Annex II have legally and validly owned the operation right of gas pipeline, the qualification of gas operation and the charging right of gas. The certificates or documents include but not limited to the agreement of operation right of gas pipeline entered into by and between the local government or authority of the local government, administrative permit of the qualification of gas enterprise, certificate of gas charging. （4 The true, necessary and sufficient certificates or documents which proves that the Transferor has transferred all trademark, patent, know-how and other intangible asset right (if any) which is owned by third party but currently using by the Target Company, Subsidiary Companies and its Related Companies listed in Annex II from the owner to the Target Company. （5 Letters of resignation from all the current directors, supervisors of the Target Company，Subsidiary Companies of Target Company and sub-afiliale companies wholly-owned, controlled of Target Company listed in Annex II, in which confirm that none of them have involved corresponding Target Company or Subsidiary Companies of Target Company and sub-afiliale companies wholly-owned, controlled of Target Company listed in Annex II respectively in any claims (no matter on the basis of the compensation for resignation or any other reasons). The resignation shall be effective upon the delivery day; （6 Confirmation letters of senior management of the Target Company， Subsidiary Companies of Target Company and sub-afiliale companies wholly-owned, controlled of Target Company listed in Annex II to confirm that none of the them have claims against the corresponding Target Company and subsidiary companies wholly-owned, controlled of Target Company listed in Annex II respectively (no matter on the basis of the compensation for resignation or any other reasons); （7 Certificates that prove property right alteration registration procedures concerning the selling and purchasing of Transferred Equity have been duly completed; （8 Certificates that prove the authorization orders of existing bank accounts of all the Target Company, Subsidiary Companies of Target Company and sub-afiliale companies wholly-owned, controlled of Target Company listed in Annex II have been rendered void and new authorization orders have been issued to personnel appointed by the Transferee; （9 Certificates of ownership of the assets of all the Target Company, Subsidiary Companies of Target Company and sub-afiliale companies wholly-owned, controlled of Target Company listed in Annex II; and （10 Certificates issued by the banks of the Target Company, Subsidiary Companies of Target Company and sub-afiliale companies wholly-owned, controlled of Target Company listed in Annex II stating the amount of the debit or credit of such accounts at close of business on the day of Completion of the Transfer. （11 In the circumstance that the Target Company, Subsidiary Companies and its Related Companies listed in Annex II do not have any instance where the situations set forth in item (1) - (10) are not applicable, the Transferor shall make statements as to the non-applicability of the item and shall guarantee in writing, and furthermore the Transferor shall undertake if there is any untrue and inaccurate in statement which cause the Transferee suffer damages hereof that the Transferor shall assume the responsibility of compensation. （12 Any other document or approval necessary to the completion fo the transfer of equity to the Transferee. 7.5 The Parties agree that the transfer shall be deemed to be completed on the day when the alteration registration of this Transfer in AIC and also the Transferee confirms that all works of delivery has completed and the Transferor have fulfilled its obligations under Section 7.4 and issues a written confirmation. Such day is the satisfaction day of Completion of the Transfer. Notwithstanding aforesaid, the Transferee shall not refuse to issue the written confirmation unreasonably when such certificates and documents submitted by the Transferor are true, necessary and sufficient. 7.6 Both the Transferor and the Related Party of Transferor jointly and severally undertake and warrant that the net assets value of each Target Company, Subsidiary Companies and its Related Companies of the satisfaction day of Completion of the Transfer shall not be lower than its net assets value of December 31, 2009 which was confirmed by the Transferee. Otherwise, the Transferor shall submit a explanation on why the net assets value drops in writing. The Transferee is entitled to decide whether such explanation from the Transferor is reasonable or not at its sole discretion. If the Transferee decides that such explanation is not reasonable, the Transferee is entitled to deduct the Consideration accordingly.

Completion of the Transfer. 7.1 The Parties agree that after all preparation work for the Transfer has been set forth in Section 6.3 of this Agreement has been completed they will establish a “transfer team” ("Transfer Team") jointly to deliver the Target Company (including the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies and its Related Companies controlled, equity affiliates of Target Company listed in Annex II) within 3 working days. The day when Transfer Team is established is the Commencement Day of Handover. 7.2 The Transferor shall prepare a list of transfer for the Transfer Team. The list shall show all the assets, corporate books required by the law, account books, documents, agreements, and contracts and so on of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies and its Related Companies controlled, equity affiliates of Target Company listed in Annex II. 7.3 If the Transferor provide reports or data of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies and its Related Companies controlled, equity affiliates of Target Company listed in Annex II which are materially different from actual facts, the Transferor shall be considered as in breach of this Agreement, the Transferee is entitled to terminate this Agreement (whereupon Transferor will be entitled to a refund of the purchase price paid by the Transferor) and require the Transferor to compensate relevant damages and losses. The Transferee is entitled to decide to waive such rights partially or entirely at its sole discretion. 7.4 To facilitate the Completion of the Transfer, the Transferor shall submit the following documents to the Transferee: : （1 1） Permits and approvals in writing for the alteration registration of equity transfer of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies and its Related Companies controlled, equity affiliates of Target Company listed in Annex II (if any) from Committees of Foreign Trade and Economic Cooperation and AIC; ; （2 2） Certificates of ownership of the Transferred Equity (including register of shareholders of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies and its Related Companies controlled of Target Company listed in Annex II); ; （3 3） Certificates or documents which proves that Subsidiary Companies of the Target Company and its Related Companies subsidiary companies wholly-owned, controlled, equity affiliates of Target Company listed in Annex II have legally and validly owned the operation right of gas pipeline, the qualification of gas operation and the charging right of gas. The certificates or documents include but not limited to the agreement of operation right of gas pipeline entered into by and between the local government or authority of the local government, administrative permit of the qualification of gas enterprise, certificate of gas charging. （4 The true, necessary and sufficient certificates or documents which proves that the Transferor has transferred all trademark, patent, know-how and other intangible asset right (if any) which is owned by third party but currently using by the Target Company, Subsidiary Companies and its Related Companies listed in Annex II from the owner to the Target Company. （5 Letters of resignation from all the current directors, supervisors of the Target Company，Subsidiary Companies of Target Company and sub-afiliale companies wholly-owned, controlled of Target Company listed in Annex II, in which confirm that none of them have involved corresponding Target Company or Subsidiary Companies of Target Company and sub-afiliale companies wholly-owned, controlled of Target Company listed in Annex II respectively in any claims (no matter on the basis of the compensation for resignation or any other reasons). The resignation shall be effective upon the delivery day; （6 Confirmation letters of senior management of the Target Company， Subsidiary Companies of Target Company and sub-afiliale companies wholly-owned, controlled of Target Company listed in Annex II to confirm that none of the them have claims against the corresponding Target Company and subsidiary companies wholly-owned, controlled of Target Company listed in Annex II respectively (no matter on the basis of the compensation for resignation or any other reasons); （7 Certificates that prove property right alteration registration procedures concerning the selling and purchasing of Transferred Equity have been duly completed; （8 Certificates that prove the authorization orders of existing bank accounts of all the Target Company, Subsidiary Companies of Target Company and sub-afiliale companies wholly-owned, controlled of Target Company listed in Annex II have been rendered void and new authorization orders have been issued to personnel appointed by the Transferee; （9 Certificates of ownership of the assets of all the Target Company, Subsidiary Companies of Target Company and sub-afiliale companies wholly-owned, controlled of Target Company listed in Annex II; and （10 Certificates issued by the banks of the Target Company, Subsidiary Companies of Target Company and sub-afiliale companies wholly-owned, controlled of Target Company listed in Annex II stating the amount of the debit or credit of such accounts at close of business on the day of Completion of the Transfer. （11 In the circumstance that the Target Company, Subsidiary Companies and its Related Companies listed in Annex II do not have any instance where the situations set forth in item (1) - (10) are not applicable, the Transferor shall make statements as to the non-applicability of the item and shall guarantee in writing, and furthermore the Transferor shall undertake if there is any untrue and inaccurate in statement which cause the Transferee suffer damages hereof that the Transferor shall assume the responsibility of compensation. （12 Any other document or approval necessary to the completion fo the transfer of equity to the Transferee. 7.5 The Parties agree that the transfer shall be deemed to be completed on the day when the alteration registration of this Transfer in AIC and also the Transferee confirms that all works of delivery has completed and the Transferor have fulfilled its obligations under Section 7.4 and issues a written confirmation. Such day is the satisfaction day of Completion of the Transfer. Notwithstanding aforesaid, the Transferee shall not refuse to issue the written confirmation unreasonably when such certificates and documents submitted by the Transferor are true, necessary and sufficient. 7.6 Both the Transferor and the Related Party of Transferor jointly and severally undertake and warrant that the net assets value of each Target Company, Subsidiary Companies and its Related Companies of the satisfaction day of Completion of the Transfer shall not be lower than its net assets value of December 31, 2009 which was confirmed by the Transferee. Otherwise, the Transferor shall submit a explanation on why the net assets value drops in writing. The Transferee is entitled to decide whether such explanation from the Transferor is reasonable or not at its sole discretion. If the Transferee decides that such explanation is not reasonable, the Transferee is entitled to deduct the Consideration accordingly.

Completion of the Transfer. 7.1 The Parties agree that after all preparation work for the Transfer has been set forth Transferee made the first installment payment provided in Section 6.3 of this Agreement has been completed they will establish a “transfer team” ("Transfer Team") jointly to deliver the Target Company (including the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies controlled, equity affiliates of Target Company and its Related Companies listed in Annex IIsubsidiary companies wholly-owned, controlled of DADI GAS) within 3 working days. The day when Transfer Team is established is the Commencement Day of HandoverDelivery Day. 7.2 The Transferor shall prepare a list of transfer for the Transfer Team. The list shall show all the assets, corporate books required by the law, account books, documents, agreements, and contracts and so on of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies controlled, equity affiliates of Target Company and its Related Companies listed in Annex IIsubsidiary companies wholly-owned, controlled of DADI GAS. 7.3 If the Transferor provide reports or data of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies controlled, equity affiliates of Target Company and its Related Companies listed in Annex II subsidiary companies wholly-owned, controlled of DADI GAS which are materially different from not in compliance with actual factssituations, the Transferor shall be considered as in breach of this Agreement, the Transferee is entitled to terminate this Agreement (whereupon Agreement(whereupon Transferor will be entitled to a refund of the purchase price paid by and/ the Transferorreturn of the Deposit) and require the Transferor to compensate relevant damages and losses. The In the event that these misrepresentations are discovered within three years after the closing Transferee is entitled to decide to waive such rights partially or entirely at its sole discretionmay request that any losses incurred shall may be paid out of the third installment held in the bank account. 7.4 To facilitate the Completion of the Transfer, the Transferor shall submit the following documents to the Transferee: （1 (1) Permits and approvals in writing for the alteration registration of equity transfer of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies controlled, equity affiliates of Target Company and its Related Companies listed in Annex II subsidiary companies wholly-owned, controlled of DADI GAS (if any) from Committees of Foreign Trade and Economic Cooperation and AIC; （2 (2) Certificates of ownership of the Transferred Equity (including register of shareholders of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies controlled of Target Company and its Related Companies listed in Annex IIsubsidiary companies wholly-owned, controlled of DADI GAS); （3 (3) Certificates or documents which proves that Subsidiary Companies the Target Company and subsidiary companies wholly-owned, controlled, equity affiliates of Target Company and its Related Companies subsidiary companies wholly-owned, controlled of Target Company listed in Annex II DADI GAS have legally and validly owned the operation right of gas pipeline, the qualification of gas operation and the charging right of gas. The certificates or documents include but not limited to the agreement of operation right of gas pipeline entered into by and between the local government or authority of the local government, administrative permit of the qualification of gas enterprise, certificate of gas charging. （4 (4) The true, necessary and sufficient certificates or documents which proves that the Transferor has transferred all trademark, patent, know-how and other intangible asset right (if any) which is owned by third party but currently using by the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies controlled, equity affiliates of Target Company and its Related Companies listed in Annex II subsidiary companies wholly-owned, controlled of DADI GAS from the owner to the Target Company. （5 (5) Letters of resignation from all the current directors, supervisors of the Target Company，Subsidiary Companies of Target Company and sub-afiliale subsidiary companies wholly-owned, controlled of Target Company listed in Annex IIand subsidiary companies wholly-owned, controlled of DADI GAS, in which confirm that none of them have involved corresponding Target Company or Subsidiary Companies of Target Company and sub-afiliale subsidiary companies wholly-owned, controlled of Target Company listed in Annex II or subsidiary companies wholly-owned, controlled of DADI GAS respectively in any claims (no matter on the basis of the compensation for resignation or any other reasons). The resignation shall be effective upon the delivery day; （6 (6) Confirmation letters of senior management of the Target Company， Subsidiary Companies of Target Company and sub-afiliale subsidiary companies wholly-owned, controlled of Target Company listed in Annex II and subsidiary companies wholly-owned, controlled of DADI GAS to confirm that none of the them have claims against the corresponding Target Company and subsidiary companies wholly-owned, controlled of Target Company listed in Annex II or subsidiary companies wholly-owned, controlled of DADI GAS respectively (no matter on the basis of the compensation for resignation or any other reasons); （7 (7) Certificates that prove property right alteration registration procedures concerning the selling and purchasing of Transferred Equity have been duly completed; （8 (8) Certificates that prove the authorization orders of existing bank accounts of all the Target Company, Subsidiary Companies of Target Company and sub-afiliale subsidiary companies wholly-owned, controlled of Target Company listed in Annex II and subsidiary companies wholly-owned, controlled of DADI GAS have been rendered void and new authorization orders have been issued to personnel appointed by the Transferee; （9 (9) Certificates of ownership of the assets of all the Target Company, Subsidiary Companies of Target Company and sub-afiliale subsidiary companies wholly-owned, controlled of Target Company listed in Annex IIand subsidiary companies wholly-owned, controlled of DADI GAS; and （10 (10) Certificates issued by the banks of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies controlled, equity affiliates of Target Company and sub-afiliale subsidiary companies wholly-owned, controlled of Target Company listed in Annex II DADI GAS stating the amount of the debit or credit of such accounts at close of business on the day of Completion of the Transfer. （11 In the circumstance that the Target Company, Subsidiary Companies and its Related Companies listed in Annex II do not have any instance where the situations set forth in item (1) - (10) are not applicable, the Transferor shall make statements as to the non-applicability of the item and shall guarantee in writing, and furthermore the Transferor shall undertake if there is any untrue and inaccurate in statement which cause the Transferee suffer damages hereof that the Transferor shall assume the responsibility of compensation. （12 Any other document or approval necessary to the completion fo the transfer of equity to the Transferee. 7.5 . The Parties agree that the transfer shall be deemed to be completed on upon the day when the alteration registration of this Transfer in AIC and also the Transferee confirms that all works of delivery has completed and the Transferor have fulfilled its obligations under Section 7.4 and issues a 7.4. The day on which such written confirmation. Such day confirmation is issued is the satisfaction day of Completion of the Transfer. Notwithstanding aforesaid, the Transferee shall not refuse to issue the written confirmation unreasonably when such certificates and documents submitted by the Transferor are true, necessary and sufficient. 7.6 Both the Transferor and the Related Party of Transferor jointly and severally undertake and warrant that the net assets value of each Target Company, Subsidiary Companies and its Related Companies of the satisfaction day of Completion of the Transfer shall not be lower than its net assets value of December 31, 2009 which was confirmed by the Transferee. Otherwise, the Transferor shall submit a explanation on why the net assets value drops in writing. The Transferee is entitled to decide whether such explanation from the Transferor is reasonable or not at its sole discretion. If the Transferee decides that such explanation is not reasonable, the Transferee is entitled to deduct the Consideration accordingly.

Completion of the Transfer. 7.1 The Parties agree that after all preparation work for the Transfer has been set forth in Section 6.3 of this Agreement has been completed they will establish a “transfer team” ("Transfer Team") jointly to deliver the Target Company (including the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies and its Related Companies controlled of Target Company listed in Annex II) within 3 working days. The day when Transfer Team is established is the Commencement Day of Handover. 7.2 The Transferor shall prepare a list of transfer for the Transfer Team. The list shall show all the assets, corporate books required by the law, account books, documents, agreements, and contracts and so on of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies and its Related Companies controlled of Target Company listed in Annex II. 7.3 If the Transferor provide reports or data of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies and its Related Companies controlled of Target Company listed in Annex II which are materially different from actual facts, the Transferor shall be considered as in breach of this Agreement, the Transferee is entitled to terminate this Agreement (whereupon Transferor will be entitled to a refund of the purchase price paid by the Transferor) and require the Transferor to compensate relevant damages and losses. The Transferee is entitled to decide to waive such rights partially or entirely at its sole discretion. 7.4 To facilitate the Completion of the Transfer, the Transferor shall submit the following documents to the Transferee: （1 (1) Permits and approvals in writing for the alteration registration of equity transfer of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies and its Related Companies controlled of Target Company listed in Annex II (if any) from Committees of Foreign Trade and Economic Cooperation and AIC; （2 (2) Certificates of ownership of the Transferred Equity (including register of shareholders of the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies and its Related Companies controlled of Target Company listed in Annex II); （3 (3) Certificates or documents which proves that Subsidiary Companies of the Target Company and its Related Companies subsidiary companies wholly-owned, controlled of Target Company listed in Annex II have legally and validly owned the operation right of gas pipeline, the qualification of gas operation and the charging right of gas. The certificates or documents include but not limited to the agreement of operation right of gas pipeline entered into by and between the local government or authority of the local government, administrative permit of the qualification of gas enterprise, certificate of gas charging. （4 (4) The true, necessary and sufficient certificates or documents which proves that the Transferor has transferred all trademark, patent, know-how and other intangible asset right (if any) which is owned by third party but currently using by the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies and its Related Companies controlled of Target Company listed in Annex II from the owner to the Target Company. （5 (5) Letters of resignation from all the current directors, supervisors of the Target Company，Subsidiary Companies of Target Company and sub-afiliale subsidiary companies wholly-owned, controlled of Target Company listed in Annex II, in which confirm that none of them have involved corresponding Target Company or Subsidiary Companies of Target Company and sub-afiliale subsidiary companies wholly-owned, controlled of Target Company listed in Annex II respectively in any claims (no matter on the basis of the compensation for resignation or any other reasons). The resignation shall be effective upon the delivery day; （6 (6) Confirmation letters of senior management of the Target Company， Subsidiary Companies of Target Company and sub-afiliale subsidiary companies wholly-owned, controlled of Target Company listed in Annex II to confirm that none of the them have claims against the corresponding Target Company and subsidiary companies wholly-owned, controlled of Target Company listed in Annex II respectively (no matter on the basis of the compensation for resignation or any other reasons); （7 (7) Certificates that prove property right alteration registration procedures concerning the selling and purchasing of Transferred Equity have been duly completed; （8 (8) Certificates that prove the authorization orders of existing bank accounts of all the Target Company, Subsidiary Companies of Target Company and sub-afiliale subsidiary companies wholly-owned, controlled of Target Company listed in Annex II have been rendered void and new authorization orders have been issued to personnel appointed by the Transferee; （9 (9) Certificates of ownership of the assets of all the Target Company, Subsidiary Companies of Target Company and sub-afiliale subsidiary companies wholly-owned, controlled of Target Company listed in Annex II; and （10 (10) Certificates issued by the banks of the Target Company, Subsidiary Companies of Target Company and sub-afiliale subsidiary companies wholly-owned, controlled of Target Company listed in Annex II stating the amount of the debit or credit of such accounts at close of business on the day of Completion of the Transfer. （11 (11) In the circumstance that the Target CompanyCompany and subsidiary companies wholly-owned, Subsidiary Companies and its Related Companies controlled of Target Company listed in Annex II do not have any instance where the situations set forth in item (1) - (10) are not applicable, the Transferor shall make statements as to the non-applicability of the item and shall guarantee in writing, and furthermore the Transferor shall undertake if there is any untrue and inaccurate in statement which cause the Transferee suffer damages hereof that the Transferor shall assume the responsibility of compensation. （12 (12) Any other document or approval necessary to the completion fo the transfer of equity to the Transferee. 7.5 The Parties agree that the transfer shall be deemed to be completed on the day when the alteration registration of this Transfer in AIC and also the Transferee confirms that all works of delivery has completed and the Transferor have fulfilled its obligations under Section 7.4 and issues a written confirmation. Such day is the satisfaction day of Completion of the Transfer. Notwithstanding aforesaid, the Transferee shall not refuse to issue the written confirmation unreasonably when such certificates and documents submitted by the Transferor are true, necessary and sufficient. 7.6 Both the Transferor and the Related Party of Transferor jointly and severally undertake and warrant that the net assets value of each Target Company, Subsidiary Companies Company and its Related Companies related companies of the satisfaction day of Completion of the Transfer shall not be lower than its net assets value of December 31, 2009 which was confirmed by the Transferee. Otherwise, the Transferor shall submit a explanation on why the net assets value drops in writing. The Transferee is entitled to decide whether such explanation from the Transferor is reasonable or not at its sole discretion. If the Transferee decides that such explanation is not reasonable, the Transferee is entitled to deduct the Consideration accordingly.