Common use of Option Closing Clause in Contracts

Option Closing. (a) Subject to the terms and conditions hereof, including the satisfaction of the Buyer Closing Conditions and the Seller Closing Conditions (each as defined below) or the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the closing of the purchase and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Option closing shall take place at such location, on such date and as early in the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (i) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.” (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, and other than the representations and warranties explicitly set forth in this Agreement, no representations or warranties, whether express or implied, shall be given or deemed given as to the Project or Seller’s Project Assets constituting the Project.

Option Closing. i. At each Option Closing (a) Subject as defined below), subject to the terms and conditions hereof, including the satisfaction of the Buyer conditions and to the terms set forth in paragraphs 1(b)(ii) and 1(b)(iii) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title and interest in and to the number of Purchased Interests determined by multiplying (x) the number of Purchased Interests set forth opposite such Seller’s name on Schedule I hereto under the heading “Option Purchased Interests” (each such share of Common Stock to be sold by such Seller, an “Option Purchased Interest”) by (y) the quotient obtained by dividing (a) the total number of shares of Common Stock to be sold at such Greenshoe Closing Conditions (as defined herein) divided by (b) the total number of shares of Common Stock that may be sold pursuant to the exercise of the underwriters’ option to purchase additional shares of Common Stock pursuant to the Underwriting Agreement (the “Greenshoe”), and the Company hereby agrees to purchase such Purchased Interests at a purchase price per Purchased Interest equal to the Per Share Purchase Price. ii. The obligations of the Company to purchase Purchased Interests from any Seller at any Option Closing Conditions shall be subject to (each as defined belowx) or the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the closing of the purchase and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Option closing shall take place at such location, on such date and as early in the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Partiesapplicable Greenshoe Closing, (iy) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.” (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, and other than the representations and warranties explicitly set forth of such Seller hereunder being true and correct in all material respects as of such Option Closing and (z) such Seller having complied in all material respects with all of the covenants required to be performed by such Seller pursuant to this Agreement, no representations Agreement on or warranties, whether express or implied, shall be given or deemed given as prior to the Project Option Closing. iii. Each closing of the sale of Option Purchased Interests (each, an “Option Closing,” and each Firm Closing or Option Closing, a “Closing”) shall take place immediately following any additional closing of the sale of Common Stock pursuant to the Greenshoe (each, a “Greenshoe Closing”), which Greenshoe Closing may occur on, but not prior to, the same date and time as the initial closing of the Public Offering, at the offices of the Company, or at such other time and place as may be agreed upon by the Company and the Sellers. iv. At each Option Closing, each Seller shall deliver to the Company, or as instructed by the Company, duly executed transfer powers relating to the Option Purchased Interests to be sold by such Seller at such Option Closing, and the Company agrees to deliver to such Seller the Applicable Purchase Price by wire transfer of immediately available funds to the account(s) specified in writing by such Seller’s Project Assets constituting the Project.

Option Closing. (a) Subject At the Option Closing, the following events shall occur, each being a condition precedent to the terms others and conditions hereofeach being deemed to have occurred simultaneously with the others: (i) the Parties shall execute, acknowledge and deliver the Conveyance (Exhibit B), with a special warranty of title by, through and under Seller but not otherwise, in sufficient counterparts for recording in Weld County, Colorado, and any applicable forms of any governmental entity, including the satisfaction Colorado State Land Board, conveying all of the Buyer Closing Conditions Optioned Assets to Purchaser as of the Optioned Asset Effective Date; (ii) Purchaser shall execute and deliver to Seller an area of mutual agreement in the form attached hereto as Exhibit D; (iii) Purchaser shall deliver or cause to be delivered to Seller Closing Conditions the Optioned Asset Cash Consideration; (iv) Seller shall deliver to Purchaser (A) releases of all Liens that are burdening the Optioned Assets, (B) authorizations to file UCC-3 termination statements releases in all applicable jurisdictions to evidence the release all such Liens on the Optioned Assets and (C) all instruments and agreements reasonably requested by, and in form and substance reasonably acceptable to, Purchaser to effect and file of record the release of all Liens in connection therewith; (v) Purchaser shall either (A) cause Creek Road to issue in a private placement to Seller the Optioned Asset Equity Consideration or (B) cause the Optioned Asset Equity Consideration to be transferred to Seller, in each as defined below) or case, in book-entry form (solely with respect to the waiver Optioned Asset Stock Consideration), free and clear of any thereof by the party for whose benefit such condition(s) exist, Liens or other restrictions whatsoever (other than those conditions that by their nature are arising under state or federal securities laws), in the name of Seller and containing a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM; (vi) Seller shall deliver to be satisfied at the closing of the purchase and sale Purchaser electronic copies of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Option closing shall take place at such location, on such date and as early Optioned Asset Records in the morning as is reasonably practicalpossession of Seller, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, its affiliates and/or their respective designees and contractors (i) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder.including brokers and/or landmen); and (bvii) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.” Purchaser and Seller (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, and other than the representations and warranties explicitly set forth in this Agreement, no representations or warranties, whether express or implied, shall be given or deemed given as to the Project or Seller’s Project designated operator) shall execute all documents reasonably requested by the other Party that are necessary to transfer the Optioned Assets constituting the Projectto Purchaser.