Common use of Contribution Closing Clause in Contracts

Contribution Closing. (i) At the Phase 2(a) Contribution Closing, Parent will deliver, or cause to be delivered, the following to Purchaser: (1) the ▇▇▇▇ of Sale for the Phase 2(a) Assets, duly executed and delivered pursuant to the Master Purchase Agreement; (2) a counterpart to the Omnibus Agreement Amendment with respect to the Phase 2(a) Assets, duly executed by Holdings, the General Partner, First Solar and Parent (“Omnibus Amendment #3”); (3) a certificate, dated as of the Phase 2(a) Contribution Closing Date (the “Phase 2(a) Closing Certificate”), which certificate shall be validly executed on behalf of Parent, which: (A) remakes the Parent Bringdown Representations solely with respect to the Phase 2(a) Assets as of the Phase 2 (a) Contribution Closing Date as if made on the Phase 2(a) Contribution Closing Date and (B) certifies that the covenants and agreements of Parent to be performed or complied with pursuant to this Agreement, at or prior to the Phase 2(a) Closing, shall have been duly performed and complied with in all material respects; and (4) a FIRPTA Certificate. (ii) At the Phase 2(a) Contribution Closing, Purchaser will deliver, or cause to be delivered, the following: (1) the Phase 2 (a) Contribution Amount to the Company; and (2) a counterpart to Omnibus Amendment #3, duly executed by the Partnership and the Purchaser, to Parent.

Contribution Closing. (i) At the Phase 2(a1(b) Contribution Closing, Parent will deliver, or cause to be delivered, the following to Purchaser: (1) the ▇B▇▇▇ of Sale for the Phase 2(a1(b) Assets, duly executed and delivered pursuant to the Master Purchase Agreement; (2) a counterpart to the Omnibus Agreement Amendment with respect to the Phase 2(a1(b) Assets, duly executed by Holdings, the General Partner, First Solar and Parent (“Omnibus Amendment #32”); (3) a certificate, dated as of the Phase 2(a1(b) Contribution Closing Date (the “Phase 2(a1(b) Closing Certificate”), which certificate shall be validly executed on behalf of Parent, which: (A) remakes the Parent Bringdown Representations solely with respect to the Phase 2(a1(b) Assets as of the Phase 21 (ab) Contribution Closing Date as if made on the Phase 2(a1(b) Contribution Closing Date and (B) certifies that the covenants and agreements of Parent to be performed or complied with pursuant to this Agreement, at or prior to the Phase 2(a1(b) Closing, shall have been duly performed and complied with in all material respects; and (4) a FIRPTA Certificate. (ii) At the Phase 2(a) Contribution Closing, Purchaser will deliver, or cause to be delivered, the following: (1) the Phase 2 (a) Contribution Amount to the Company; and (2) a counterpart to Omnibus Amendment #3, duly executed by the Partnership and the Purchaser, to Parent.

Contribution Closing. (i) At the Phase 2(a2(b) Contribution Closing, Parent will deliver, or cause to be delivered, the following to Purchaser: (1) the ▇▇▇▇ of Sale for the Phase 2(a2(b) Assets, duly executed and delivered pursuant to the Master Purchase Agreement; (2) a counterpart to the Omnibus Agreement Amendment with respect to the Phase 2(a2(b) Assets, duly executed by Holdings, the General Partner, First Solar and Parent (“Omnibus Amendment #34”); (3) a certificate, dated as of the Phase 2(a2(b) Contribution Closing Date (the “Phase 2(a2(b) Closing Certificate”), which certificate shall be validly executed on behalf of Parent, which: (A) remakes the Parent Bringdown Representations solely with respect to the Phase 2(a2(b) Assets as of the Phase 2 (a2(b) Contribution Closing Date as if made on the Phase 2(a2(b) Contribution Closing Date and (B) certifies that the covenants and agreements of Parent to be performed or complied with pursuant to this Agreement, at or prior to the Phase 2(a2(b) Closing, shall have been duly performed and complied with in all material respects; and (4) a FIRPTA Certificate. (ii) At the Phase 2(a2(b) Contribution Closing, Purchaser will deliver, or cause to be delivered, the following: (1) the Phase 2 (a2(b) Contribution Amount to the Company; and (2) a counterpart to Omnibus Amendment #34, duly executed by the Partnership and the Purchaser, to Parent. 1.7 The second sentence of Section 4.11(b) is hereby deleted in its entirety and replaced with the following: 1.8 Section 4.11(d) is hereby deleted in its entirety and replaced with the following: