Common use of Closing and Closing Conditions Clause in Contracts

Closing and Closing Conditions. A. The obligations of Buyer to purchase the Seller Shares are subject to the performance of the Seller of its covenants and obligations hereunder and to the following additional condition that the representations and warranties of Seller provided for in Section 4A shall be true and correct on the date hereof and the Closing Date. B. The obligations of Seller to sell the Seller Shares are subject to the performance of the Buyer of its covenants and obligations hereunder and to the following additional conditions: (i) receipt by Seller of a letter of indemnification from Cheniere Energy, Inc. substantially in the form attached as Exhibit “A”; and (ii) the representations and warranties of Buyer provided for in Section 4B shall be true and correct on the date hereof and the Closing Date. C. Subject to the terms and conditions of this Agreement, the closing of the transaction contemplated by this Agreement shall occur on December 11, 2007 in the offices of Buyer in Houston, Texas or at such other time or place no later than the 30th business day thereafter, as may be mutually agreed by the Parties in writing (the “Closing Date”). The Parties agree to have their respective representatives meet for a pre-closing the day preceding the Closing Date so as to confirm the satisfaction of all required conditions to closing. D. At least two business days preceding the Closing Date, Seller will advise each of the Company and Buyer of its account for purposes of payment as provided below. On the Closing Date, the Closing Amount shall be made to Seller as follows: (i) payment of the Purchase Price for the Seller Shares shall be made by wire transfer in immediately available funds to the account previously specified in writing by Seller as provided above, against delivery of certificates for the Seller Shares to Buyer duly registered in the name of Buyer; and (ii) repayment of the Loan Amount (with interest as provided above) to Seller by the Company shall be made by wire transfer in immediately available funds to the account previously specified in writing by Seller as provided above, against cancellation of the Seller Shareholder Loan. For funds to be wire transferred from the U.S. by Buyer, it is agreed that receipt by Seller of a confirmation from Buyer’s bank that the wire transfer has been initiated will allow closing to be consummated. To the extent the Company in accordance with any of the Charter Party Agreements is required to cash collateralize any of the required bank guarantees prior to the Closing Date, Buyer agrees to advance funds to the Company under the terms of Buyer’s Shareholder Loan in order to allow the repayment of the Loan Amount for or on behalf of the Company on the Closing Date, as provided above.

Closing and Closing Conditions. A. 6.1.1. The obligations consummation of Buyer the transactions contemplated herein (the “Closing”) shall occur, following the satisfaction (or waiver by the applicable party) of each of the Closing Conditions that are to purchase be satisfied prior to (and not in connection with) the Closing, on a date (the “Closing Date”) that is March 31, 2022. Notwithstanding the foregoing, Purchaser shall have the right to extend Closing from time to time to a date that is on or before the Outside Closing Date provided that Purchaser gives notice to Seller Shares are subject of such extended Closing Date not less than two (2) days in advance of the previously scheduled Closing Date (which notice may be provided by email). Notwithstanding anything herein to the performance contrary or otherwise, the Closing shall be consummated on a date set by Purchaser that is on or before April 29, 2022 (the “Outside Closing Date”). TIME SHALL BE OF THE ESSENCE WITH RESPECT TO SELLER'S AND PURCHASER’S OBLIGATIONS TO CLOSE ON OR BEFORE THE OUTSIDE CLOSING DATE. The Closing shall occur through an escrow with the Title Company on the terms set forth in the Escrow & Closing Instruction Agreement. Funds shall be deposited into and held by the Title Company by exchange with the Escrow Agent of the Seller Closing Documents by overnight mail and other closing deliveries by electronic media in a closing escrow account with a bank reasonably satisfactory to Purchaser and Seller. Upon satisfaction or completion of its covenants all Closing Conditions and obligations hereunder deliveries required by this Agreement, the parties shall direct the Title Company to immediately record and deliver the Closing Documents to the following additional condition that appropriate parties and make disbursements according to the representations and warranties of Seller provided for Closing Statement. 6.1.2. Notwithstanding anything to the contrary contained in Section 4A shall be true and correct this Agreement, if on the date hereof and originally scheduled Closing Date a Seller Caused Closing Condition Failure shall exist, Seller shall have the right to extend the Closing Date. B. The obligations Date for a period of up to thirty (30) days regardless if the end of such thirty (30) day period is after the Outside Closing Date in order to cause such Seller Caused Closing Condition Failure to sell the Seller Shares are subject to the performance be remedied, provided that in no event shall such extension of the Buyer of its covenants and obligations hereunder and to the following additional conditions: Closing for thirty (i30) receipt by Seller of a letter of indemnification from Cheniere Energy, Inc. substantially in the form attached as Exhibit “A”; and (ii) the representations and warranties of Buyer provided for in Section 4B shall be true and correct on the date hereof and day or less cause the Closing Date. C. Subject to occur after May 30, 2022, time being of the essence as of such date. To the extent that Seller shall cause such Seller Caused Closing Condition Failure to be remedied within such thirty (30) day period and otherwise be ready, willing and able to proceed to Closing in accordance with the terms and conditions of this Agreement, the closing of the transaction contemplated by then this Agreement shall occur remain in full force and effect and the parties hereto shall proceed to Closing on December 11, 2007 in a date set by Purchaser that is not more than ten (10) Business Days from the offices of Buyer in Houston, Texas or at date that Seller shall notify Purchaser that such other time or place no later than the 30th business day thereafter, as may Seller Caused Closing Condition Failure has been remedied (and such date shall be mutually agreed by the Parties in writing (the “Closing Date”” for all purposes under this Agreement). The Parties agree In the event that Seller shall be unable to remedy and remove such Seller Caused Closing Condition Failure within such thirty (30) day period (time being of the essence), Purchaser shall have their respective representatives meet the right in its sole discretion to terminate this Agreement by providing written notice of such termination to the Seller and the Termination Provisions shall apply, and in such case, Seller shall not be responsible for a pre-closing Purchaser’s Cost Reimbursement. 6.1.3. In the day preceding event that the Closing Date so as is scheduled to confirm the satisfaction of all required conditions to closing. D. At least two business days preceding occur on a day that is not a Business Day, then the Closing Date, Seller will advise each of the Company shall automatically be adjourned and Buyer of its account for purposes of payment as provided below. On the Closing Date, the Closing Amount shall be made to Seller as follows: (i) payment of the Purchase Price for the Seller Shares shall be made by wire transfer in immediately available funds to the account previously specified in writing by Seller as provided above, against delivery of certificates for the Seller Shares to Buyer duly registered in the name of Buyer; and (ii) repayment of the Loan Amount (with interest as provided above) to Seller by the Company shall be made by wire transfer in immediately available funds to the account previously specified in writing by Seller as provided above, against cancellation of the Seller Shareholder Loan. For funds to be wire transferred from the U.S. by Buyer, it is agreed that receipt by Seller of a confirmation from Buyer’s bank that the wire transfer has been initiated will allow closing to be consummated. To the extent the Company in accordance with any of the Charter Party Agreements is required to cash collateralize any of the required bank guarantees prior to the Closing Date, Buyer agrees to advance funds to the Company under the terms of Buyer’s Shareholder Loan in order to allow the repayment of the Loan Amount for or on behalf of the Company occur on the Closing Date, as provided aboveimmediately succeeding Business Day.