Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) each of the Fundamental Representations of the Sellers set forth in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, material adverse effect or words of similar import, which representations and warranties shall be true and correct in all respects) on and as of the date hereof and as of the Closing Date, with the same force and effect as though made on and as of such date; provided, however, that the representation and warranty set forth in Section 4.03(a) shall be deemed to be true and correct solely for the purpose of this Section 7.02(a) (but not for any other purpose), if the total number of Common Units, the total number of Subordinated Units and the corresponding Notional General Partner Units set forth therein, do not vary from the actual total number of Common Units, the actual total number of Subordinated Units and the corresponding Notional General Partner Units on the date hereof by more than two percent (2%); provided, further, for the purposes of clarification, this Section 7.02(a) shall not limit any of the Buyer’s rights or remedies under Article VIII; (b) the Sellers shall not have breached in any material respect their obligations set forth in Section 6.02 unless such breach has been cured at or prior to the Closing Date; and (c) the Buyer shall have received the items listed in Section 7.04.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer to effect consummate the Contemplated Transactions on the Closing and consummate the transactions contemplated by this Agreement Date is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to waiver as of the Closing Date of each the following conditions precedent: 7.2.1. there shall have occurred no Material Adverse Effect with respect to the Acquired Companies; 7.2.2. other than the Fundamental Representations, the representations and warranties of the following conditions: (a) Company and each of the Fundamental Representations of the Sellers set forth Seller contained in this Agreement Article 3 and Article 4 shall be true and correct in at and as of the Closing Date, disregarding all material respects (other than qualifications and exceptions contained therein relating to materiality or a Material Adverse Effect, with the same force and effect as if those representations and warranties that are qualified had been made at and as of such time (except to materialitythe extent such representations or warranties speak as of an earlier date, material adverse effect or words of similar import, in which case such representations and warranties shall be true and correct in all respects) on material respects as of such earlier date), except for such failures to be true and correct which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; 7.2.3. the Fundamental Representations shall be true and correct at and as of the Closing Date with the same effect as if those representations and warranties had been made at and as of such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); 7.2.4. the Sellers shall have performed, in all material respects, all obligations and complied with all covenants contained herein that are necessary to be performed or complied with by them at or before the Closing; 7.2.5. the Buyer shall have received a certificate signed by each of the Sellers certifying the satisfaction of all the conditions set forth in Section 7.1.1 and of the conditions set forth in Sections 7.2.1, 7.2.2, 7.2.3 and 7.2.4; 7.2.6. the Buyer shall have received from the Company: (a) written evidence that (i) the Company has obtained a directors and officers errors and omissions “tail” or “extended reporting period” insurance policy with a term of at least six (6) years and (ii) the ESOP Trustee has obtained a fiduciary liability insurance policy that contains errors and omissions coverage for the ESOP Trustee, acting in its capacity as such, in connection with services that it provided in connection with the Contemplated Transactions (whether occurring before or after the Closing); (b) good standing certificates for each of the Acquired Companies, except for the China Subsidiary, from each of their respective jurisdictions of organization and each jurisdiction in which each Acquired Company is qualified to do business as a foreign entity, in each case dated as of a recent date hereof prior to the date hereof; (c) copies of all authorizations, consents, approvals, registrations, notices, filings or waivers that are required to consummate the Contemplated Transactions, as disclosed or required to be disclosed on Schedule 3.4, Schedule 4.3, or Schedule 4.4 and no 96760364_21 such authorization, consent, approval, registration, notice, filing or waivers will have been revoked; (d) executed versions of the filings, organizational document amendments and other transfer documents related to the China Subsidiary acquisition as disclosed on Schedule 3.3, which filings shall be made by the Buyer post-Closing; (e) a certification (in such form as may be reasonably requested by counsel to the Buyer) certifying that no interest in the Company is, or has been during the relevant period specified in Code Section 897(c)(1)(A)(ii), a “United States real property interest” within the meaning of Code Section 897(c), and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2); (f) all documents incident to all corporate and other proceedings in connection with the Contemplated Transactions (reasonably satisfactory in form and substance to the Buyer, and the Buyer will have received all original and certified or other copies of such documents as it may reasonably request); (g) each of the Ancillary Agreements, executed and delivered by each of the other parties thereto; (h) any Section 338 Forms requested by the Buyer prior to the Closing, executed and delivered by each of the other parties thereto; (i) the Payoff Letters, executed and delivered by each of the other parties thereto, and acknowledgements of payment in full from any Person that will be paid Transaction Expenses pursuant to Section 6.8, in each case, reasonably satisfactory in form and substance to the Buyer; (j) written evidence of the termination of all Contracts (if any) regarding voting, transfer or other arrangements relating to the Company Shares and the termination (or modification if so specified) of all other Contracts with Affiliates listed on Schedule 7.2.6(j), in each case, in form and substance reasonably satisfactory to the Buyer; (k) a copy of the ESOP Amendment; (l) a copy of the amendment to the engagement letter between the ESOP Trustee and the Company which requires the ESOP Trustee to maintain a fiduciary liability insurance policy that contains errors and omissions coverage for the ESOP Trustee, acting in its capacity as such, in connection with services that it provided in connection with the Contemplated Transactions; (m) a certified copy of the resolutions adopted by the shareholders of the China Subsidiary authorizing the execution, delivery and performance of this Agreement and approving the transfer of China Shares contemplated hereby; 96760364_21 (n) a restrictive covenant agreement, which will include non-competition and non-solicitation covenants, reasonably acceptable in form and substance to the Buyer, executed and delivered by each Key Employee; and (o) quarterly income statements and balance sheets for the 3-month periods ended September 30, 2020, December 31, 2020 and March 31 2021 and ending June 30, 2021, prepared based on the same level of adjustments as the Reviewed Financials (other than any notes customarily accompanied therewith). 7.2.7. The ESOP Trustee shall have delivered a certificate, dated as of the Closing Date, with in the same force and effect as though made on and as form of such date; provided, however, that the representation and warranty set forth in Section 4.03(a) Exhibit G. 7.2.8. The ESOP Trustee shall be deemed to be true and correct solely for the purpose of this Section 7.02(a) (but not for any other purpose), if the total number of Common Units, the total number of Subordinated Units and the corresponding Notional General Partner Units set forth therein, do not vary from the actual total number of Common Units, the actual total number of Subordinated Units and the corresponding Notional General Partner Units on the date hereof by more than two percent (2%); provided, further, for the purposes of clarification, this Section 7.02(a) shall not limit any have delivered a copy of the Buyer’s rights or remedies under Article VIII; (b) the Sellers shall not have breached in any material respect their obligations set forth in Section 6.02 unless such breach has been cured at or prior to the Closing Date; and (c) the Buyer shall have received the items listed in Section 7.04ESOP Fairness Opinion.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer to effect the Closing and consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on waiver at or prior to the Closing Date of each of the following conditionsconditions precedent: (a) each there shall have occurred no Material Adverse Change with respect to the Company or any Company Subsidiary Group; (b) the representations and warranties of the Fundamental Representations of the Sellers set forth Seller contained in this Agreement Article III and Article V that are qualified by materiality shall be true and correct in all material respects (other than at and as of the Closing Date with the same force and effect as if those representations and warranties that are qualified had been made at and as of such time (except to materialitythe extent such representations or warranties speak as of an earlier date, material adverse effect or words of similar import, in which case such representations and warranties shall be true and correct in all respects) on and respects as of such earlier date), and the date hereof representations and warranties of the Seller contained in Article III and Article V that are not qualified by materiality shall be true and correct in all material respects at and as of the Closing Date, Date with the same force and effect as though if those representations and warranties had been made on at and as of such time (except to the extent such representations or warranties speak as of an earlier date; provided, howeverin which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (c) the Seller shall have performed, in all material respects, all obligations and complied with all covenants contained herein that are necessary to be performed or complied with by it at or before Closing; (d) the representation and warranty Buyer shall have received certificates from authorized officers of the Seller certifying the satisfaction of all the conditions set forth in Section 4.03(a9.1 and of the conditions set forth in clauses (a), (b) shall be deemed to be true and correct solely for the purpose (c) of this Section 7.02(a) (but not for any other purpose), if the total number of Common Units, the total number of Subordinated Units and the corresponding Notional General Partner Units set forth therein, do not vary from the actual total number of Common Units, the actual total number of Subordinated Units and the corresponding Notional General Partner Units on the date hereof by more than two percent (2%); provided, further, for the purposes of clarification, this Section 7.02(a) shall not limit any of the Buyer’s rights or remedies under Article VIII9.2; (be) the Sellers Buyer shall not have breached in any material respect their obligations set forth in Section 6.02 unless such breach has been cured at or prior to received certificates from authorized officers of the Closing Date; andSeller certifying that the Seller, the Company and the Company Subsidiaries have received all other authorizations, consents and approvals of the third parties identified on Schedule 3.3(B) and Schedule 5.4(B); (cf) the Buyer shall have received the items resignations (effective as of the Closing Date) of all of the directors and all the officers of the Company and the Company Subsidiaries who are also officers of the Seller or any of its Subsidiaries (other than the Company or a Company Subsidiary); (g) the Buyer shall have received true and correct copies of the promissory notes listed on Schedule 2.2; (h) the Buyer shall have received from Ropes & Gray, counsel to the Seller, an opinion in form and substance reaso▇▇▇▇y satisfactory to the Buyer, addressed to the Buyer, and dated as of the Closing Date; (i) the Buyer shall have received from Richards, Layton & Finger, special Delaware counsel to the Seller, ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇rm and substance reasonably satisfactory to the Buyer, addressed to the Buyer, and dated as of the Closing Date; (j) the Buyer shall have received from William George, general counsel to the Seller, an opinion in form a▇▇ ▇▇▇▇▇▇▇▇▇ ▇easonably satisfactory to the Buyer, addressed to the Buyer, and dated as of the Closing Date; (k) the Buyer shall have received from the Seller an executed Transition Services Agreement dated as of the Closing Date; (l) the Buyer shall have received from the Seller a certificate in form and substance reasonably satisfactory to the Buyer, duly executed and acknowledged, certifying that the transaction contemplated by this agreement is exempt from withholding under section 1445 of the Code; (m) the Buyer shall have received from the Seller evidence of (i) the release of liens granted by the Seller and its Subsidiaries to the lenders under the Seller's senior credit facility in respect of the capital stock or other equity interests and assets of the Company and the Company Subsidiaries and (ii) the termination of the security interests listed on Schedule 9.2(m); (n) the Buyer shall have received from the Seller evidence of the terminations and releases (effective as of the Closing Date) described in Section 7.046.11; (o) the Buyer shall have received evidence of the written authorizations and confirmations described in Section 6.12; and (p) all actions, corporate or other, to be taken by the Seller in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to the Buyer and the Buyer's counsel.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver, waiver by the Buyer in whole or in part (to the extent permitted by applicable Law), on Buyer’s sole discretion) at or prior to the Closing Date of each of the following conditions: (a) Except as set forth in Section 7.1(b), each of the Fundamental Representations representations and warranties of the Sellers set forth in this Agreement Seller contained herein shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, material adverse effect or words of similar import, which representations and warranties shall be true and correct in all respects) on and as of the date hereof Effective Date and on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date; provided, howeverexcept to the extent that any such representation or warranty is expressly made as of a specified date, that in which case the accuracy of such representation and or warranty set forth in Section 4.03(a) shall be deemed to determined as of such specified date. (b) Each of the representations and warranties contained in Sections 4.1, 4.2 and 4.14 shall be true and correct solely for in all respects on and as of the purpose Effective Date and on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of such date. (c) The Seller shall have performed in all material respects all obligations and agreements contained in this Section 7.02(a) (but not for any other purpose), if the total number of Common Units, the total number of Subordinated Units Agreement and the corresponding Notional General Partner Units set forth therein, do not vary from other Transaction Agreements required to be performed by the actual total number of Common Units, the actual total number of Subordinated Units and the corresponding Notional General Partner Units Seller on the date hereof by more than two percent (2%); provided, further, for the purposes of clarification, this Section 7.02(a) shall not limit any of the Buyer’s rights or remedies under Article VIII; (b) the Sellers shall not have breached in any material respect their obligations set forth in Section 6.02 unless such breach has been cured at or prior to the Closing Date; and. (cd) the The Buyer shall have received certificates, dated the items listed Closing Date, of an executive officer of the Seller to the effect that the conditions specified in Sections 7.1(a), 7.1(b), and 7.1(c) have been fulfilled. (e) (i) The approvals of Governmental Entities set forth on Schedule 7.1(e) shall have been obtained and shall be in full force and effect and shall be final and non-appealable and (ii) there shall be no Law or Order that restrains or prevents the transactions contemplated by this Agreement. (f) The Buyer Consents, Seller Consents and Necessary Consents set forth on Schedule 7.1(f) shall be in full force and effect. (g) The Bankruptcy Court shall have entered the Sale Order with no amendment, supplement or modification adverse to the Buyer in any material respects (as determined by the Buyer in its reasonable discretion) and the Sale Order shall have become a Final Order. (h) The conditions to closing under the Transfer Agreement shall have been satisfied and the Closing shall have occurred, in each case without any materially adverse waiver, amendment or modification of the Transfer Agreement. (i) The relevant Tax Authorities shall have entered into or offered to enter into a written agreement or other valid, binding and enforceable obligation (including, for the avoidance of doubt, any “payment in lieu of taxes” or other agreement) to reduce the aggregate Tax liability on the Facility for Tax years commencing after the Closing Date such that the Tax liability for the future years covered by such agreement is no greater than 50% of the Tax liability on account of the 2012 assessment on a per annum equivalent basis, which reduced liability may be implemented over a multi-year period not to exceed three years. For the avoidance of doubt, if the sum of the percentages by which the current Tax liability on the Facility are projected to be reduced for each year during the term of the agreement with the relevant Tax Authorities divided by the total number of years included in such term is equal to or greater than 50%, then the Tax Authorities will be deemed to have agreed to reduce the aggregate prospective Tax liability by 50% in compliance with this Section 7.047.1(i). . (j) DNE shall have paid to Central ▇▇▇▇▇▇ Gas and Electric Corporation $467,169.09 pursuant to Section 5 of the Settlement and Release Agreement, dated October 24, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ Power, L.L.C., Seller, Dynegy Danskammer, L.L.C. and Central ▇▇▇▇▇▇ Gas and Electric Corporation, and evidence thereof shall have been delivered to the Buyer.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer to effect the Closing and consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on waiver at or prior to the Closing Date of each of the following conditionsconditions precedent: (a) each there shall have occurred no Material Adverse Change with respect to the Company or any Company Subsidiary Group; (b) the representations and warranties of the Fundamental Representations of the Sellers set forth Seller contained in this Agreement Article III and Article V that are qualified by materiality shall be true and correct in all material respects (other than at and as of the Closing Date with the same force and effect as if those representations and warranties that are qualified had been made at and as of such time (except to materialitythe extent such representations or warranties speak as of an earlier date, material adverse effect or words of similar import, in which case such representations and warranties shall be true and correct in all respects) on and respects as of such earlier date), and the date hereof representations and warranties of the Seller contained in Article III and Article V that are not qualified by materiality shall be true and correct in all material respects at and as of the Closing Date, Date with the same force and effect as though if those representations and warranties had been made on at and as of such time (except to the extent such representations or warranties speak as of an earlier date; provided, howeverin which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (c) the Seller shall have performed, in all material respects, all obligations and complied with all covenants contained herein that are necessary to be performed or complied with by it at or before Closing; (d) the representation and warranty Buyer shall have received certificates from authorized officers of the Seller certifying the satisfaction of all the conditions set forth in Section 4.03(a9.1 and of the conditions set forth in clauses (a), (b) shall be deemed to be true and correct solely for the purpose (c) of this Section 7.02(a) (but not for any other purpose), if the total number of Common Units, the total number of Subordinated Units and the corresponding Notional General Partner Units set forth therein, do not vary from the actual total number of Common Units, the actual total number of Subordinated Units and the corresponding Notional General Partner Units on the date hereof by more than two percent (2%); provided, further, for the purposes of clarification, this Section 7.02(a) shall not limit any of the Buyer’s rights or remedies under Article VIII9.2; (be) the Sellers Buyer shall not have breached in any material respect their obligations set forth in Section 6.02 unless such breach has been cured at or prior to received certificates from authorized officers of the Closing Date; andSeller certifying that the Seller, the Company and the Company Subsidiaries have received all other authorizations, consents and approvals of the third parties identified on Schedule 3.3(B) and Schedule 5.4(B); (cf) the Buyer shall have received the items resignations (effective as of the Closing Date) of all of the directors and all the officers of the Company and the Company Subsidiaries who are also officers of the Seller or any of its Subsidiaries (other than the Company or a Company Subsidiary); (g) the Buyer shall have received true and correct copies of the promissory notes listed on Schedule 2.2; (h) the Buyer shall have received from Ropes & Gray, counsel to the Seller, an opinion in form and substance reason▇▇▇▇ satisfactory to the Buyer, addressed to the Buyer, and dated as of the Closing Date; (i) the Buyer shall have received from Richards, Layton & Finger, special Delaware counsel to the Seller, a▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇m and substance reasonably satisfactory to the Buyer, addressed to the Buyer, and dated as of the Closing Date; (j) the Buyer shall have received from William George, general counsel to the Seller, an opinion in form an▇ ▇▇▇▇▇▇▇▇▇ ▇▇asonably satisfactory to the Buyer, addressed to the Buyer, and dated as of the Closing Date; (k) the Buyer shall have received from the Seller an executed Transition Services Agreement dated as of the Closing Date; (l) the Buyer shall have received from the Seller a certificate in form and substance reasonably satisfactory to the Buyer, duly executed and acknowledged, certifying that the transaction contemplated by this agreement is exempt from withholding under section 1445 of the Code; (m) the Buyer shall have received from the Seller evidence of (i) the release of liens granted by the Seller and its Subsidiaries to the lenders under the Seller's senior credit facility in respect of the capital stock or other equity interests and assets of the Company and the Company Subsidiaries and (ii) the termination of the security interests listed on Schedule 9.2(m); (n) the Buyer shall have received from the Seller evidence of the terminations and releases (effective as of the Closing Date) described in Section 7.046.11; (o) the Buyer shall have received evidence of the written authorizations and confirmations described in Section 6.12; and (p) all actions, corporate or other, to be taken by the Seller in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to the Buyer and the Buyer's counsel.