Common use of Curative Flip Allocations Clause in Contracts

Curative Flip Allocations. If, after filing the federal income Tax Return for the year in which the Company treated the Target Internal Rate of Return as having been achieved, there is a change in the taxable income or loss or Tax Credits the Company reported for the period through the end of the month in which the Target Internal Rate of Return was assumed to have been achieved for reasons other than inaccuracy of the Fixed Tax Assumptions (unless they are incorrect due to breach of a representation or covenant by Sponsor, any Class B Member, Managing Member or any of their Affiliates in the Transaction Documents) or the calculation assumptions and conventions in Section 6.5(c) and the Company has not yet made liquidating distributions under Section 10.2, then there will be a “Curative Flip Allocation.” The Managing Member will determine the difference between the Target Internal Rate of Return and the Internal Rate of Return the Class A Members actually achieved through the last Distribution Date the Company distributed cash under Section 6.1(a)(i). The sharing percentages in Section 6.1 will be adjusted for subsequent distributions to the maximum extent necessary to increase or decrease (as appropriate) the Class A Members’ Internal Rate of Return to the Target Internal Rate of Return as of such date. Such change in sharing percentages will remain in effect until, and to the extent necessary so that, the difference between the Target Internal Rate of Return and the actual Internal Rate of Return is eliminated. The Internal Rate of Return the Class A Members actually achieved will be calculated using the Fixed Tax Assumptions (unless they are incorrect due to breach of a representation or covenant by Sponsor, any Class B Member, Managing Member or any of their Affiliates in the Transaction Documents) and the calculation assumptions and conventions in Section 6.5(c). If an event occurs that would have triggered a Curative Flip Allocation but for the fact that the Class B Members have already purchased the Membership Interests of the Class A Members under Section 9.4 of this Agreement or but for the fact that the Company has liquidated, then, as appropriate, the Class B Members will pay in cash, within thirty (30) calendar days after such event, the economic equivalent of the Curative Flip Allocation as additional purchase price for the Class A Membership Interests, or the Class A Members will pay in cash, within thirty (30) calendar days after such event, the economic equivalent of the Curative Flip Allocation as a reduction in purchase price for the Class A Membership Interests.

Curative Flip Allocations. If, after filing the federal income Tax Return for the year in which the Company treated the Target Internal Rate of Return as having been achieved, there is a change in the taxable income or loss or Tax Credits the Company reported for the period through the end of the month in which the Target Internal Rate of Return was assumed to have been achieved for reasons other than inaccuracy of the Fixed Tax Assumptions (unless they are incorrect due to breach of a representation or covenant by Sponsor, any Class B Member, Managing Member or any of their Affiliates in the Transaction Documents) or the calculation assumptions and conventions in Section 6.5(c) and the Company has not yet made liquidating distributions under Section 10.2, then there will be a “Curative Flip Allocation.” The Managing Member will determine the difference between the Target Internal Rate of Return and the Internal Rate of Return the Class A Members actually achieved through the last Distribution Date the Company distributed cash under Section 6.1(a)(i). The sharing percentages in Section 6.1 will be adjusted for subsequent distributions to the maximum extent necessary to increase or decrease (as appropriate) the Class A Members’ Internal Rate of Return to the Target Internal Rate of Return as of such date. Such change in sharing percentages will remain in effect until, and to the extent necessary so that, the difference between the Target Internal Rate of Return and the actual Internal Rate of Return is eliminated. The Internal Rate of Return the Class A Members actually achieved will be calculated using the Fixed Tax Assumptions (unless Limited Liability Company Agreement of Vivint Solar Xxxxxxx Project Company, LLC they are incorrect due to breach of a representation or covenant by Sponsor, any Class B Member, Managing Member or any of their Affiliates in the Transaction Documents) and the calculation assumptions and conventions in Section 6.5(c). If an event occurs that would have triggered a Curative Flip Allocation but for the fact that the Class B Members have already purchased the Membership Interests of the Class A Members under Section 9.4 of this Agreement or but for the fact that the Company has liquidated, then, as appropriate, the Class B Members will pay in cash, within thirty (30) calendar days after such event, the economic equivalent of the Curative Flip Allocation as additional purchase price for the Class A Membership Interests, or the Class A Members will pay in cash, within thirty (30) calendar days after such event, the economic equivalent of the Curative Flip Allocation as a reduction in purchase price for the Class A Membership Interests.

Curative Flip Allocations. If, after filing the United States federal income Tax Return for the year in which the Company treated Manager concluded that the Target Internal Rate of Return as having been achievedCalculated Amount equaled zero, there is a change in the items of taxable income or loss or Tax Credits income, loss, gain, credit and deduction the Company reported for the period through the end of the month in which the Target Internal Rate of Return Flip Date was assumed to have been achieved occurred for reasons other than inaccuracy of the Fixed Tax Assumptions (unless they are incorrect due to as a result of breach of a representation or covenant by Sponsor, any the Class B A Member, Managing Member or any of their Affiliates in the Transaction Documents) or the calculation assumptions and conventions in Section 6.5(c6.6(c) and the Company has not yet made liquidating distributions under Section 10.2, then there will be a “Curative Flip Allocation.” The Managing Member will cause the Manager to determine the difference between amount by which the Target Internal Rate of Return and the Internal Rate of Return the Class A Members actually achieved Calculated Amount is greater than zero through the last Distribution Date the Company distributed cash under Section 6.1(a)(i6.2(a). The sharing percentages in Section 6.1 5.1(b) and 6.2 will be adjusted for subsequent allocations and distributions to the maximum extent necessary to increase or decrease (as appropriate) cause the Class A Members’ Internal Rate of Return Calculated Amount to the Target Internal Rate of Return equal zero, as of such dateDistribution Date. Such change in sharing percentages will shall remain in effect until, and to the extent necessary so that, the difference between the Target Internal Rate of Return and the actual Internal Rate of Return is eliminatedCalculated Amount shall equal zero. The Internal Rate of Return the Class A Members actually achieved Calculated Amount will be calculated using the Fixed Tax Assumptions (unless they are incorrect due to as a result of breach of a representation or covenant by Sponsor, any the Class B A Member, Managing Member or any of their Affiliates in the Transaction Documents) and the calculation assumptions and conventions in Section 6.5(c6.6(c). If an event occurs that would have triggered a Curative Flip Allocation but for the fact that the Class B A Members have already purchased the Membership Interests of the Class A B Members under Section 9.4 9.5, Section 9.6 or Section 9.7 of this Agreement or but for the fact that the Company has liquidatedLLC Agreement, then, as appropriate, then the Class B A Members will pay in cash, within thirty (30) calendar 30 days after of the occurrence of such event, the economic equivalent of the Curative Flip Allocation as additional purchase price for the Class A Membership Interests, or the Class A Members will pay in cash, within thirty (30) calendar days after such event, the economic equivalent of the Curative Flip Allocation as a reduction in purchase price for the Class A B Membership Interests.

Curative Flip Allocations. If, after filing the federal income Tax Return for the year in which the Company treated the Target Internal Rate of Return IRR as having been achieved, there is a change in the taxable income or loss or Tax Credits the Company reported for the period through the end of the month in which the Target Internal Rate of Return IRR was assumed to have been achieved occurred for reasons other than inaccuracy of the Fixed Tax Assumptions (unless they are incorrect due to as a result of breach of a representation or covenant by Sponsor, any the Class B A Member, Managing Member or any of their Affiliates in the Transaction Documents) or the calculation assumptions and conventions in Section 6.5(cSection6.5(c) and the Company has not yet made liquidating distributions under Section 10.2, then there will be a “Curative Flip Allocation.” The Managing Member will cause the Manager to determine the difference shortfall between the Target Internal Rate of Return IRR and the Internal Rate of Return the Class A B Members actually achieved through the last Distribution Date the Company distributed cash under Section 6.1(a)(i). The sharing percentages in Section 6.1 will be adjusted for subsequent distributions to the maximum extent necessary to increase or decrease (as appropriate) restore the Class A Members’ Internal Rate of Return B Members to the Target Internal Rate of Return IRR as of such date. Such change in sharing percentages will shall remain in effect until, and to the extent necessary so that, the difference between the Target Internal Rate of Return IRR and the actual Internal Rate of Return is shall have been eliminated. The Internal Rate of Return the Class A B Members actually achieved will be calculated using the Fixed Tax Assumptions (unless they are incorrect due to as a result of breach of a representation or covenant by Sponsor, any the Class B A Member, Managing Member or any of their Affiliates in the Transaction Documents) and the calculation assumptions and conventions in Section 6.5(c). If an event occurs that would have triggered a Curative Flip Allocation but for the fact that the Class B A Members have already purchased the Membership Interests of the Class A B Members under Section 9.4 9.5 of this Agreement or but for the fact that the Company has liquidatedAgreement, then, as appropriate, then the Class B A Members will pay in cash, within thirty (30) calendar 30 days after of the occurrence of such event, the economic equivalent of the Curative Flip Allocation as additional purchase price for the Class A Membership Interests, or the Class A Members will pay in cash, within thirty (30) calendar days after such event, the economic equivalent of the Curative Flip Allocation as a reduction in purchase price for the Class A B Membership Interests.

Curative Flip Allocations. If, for reasons other than inaccuracy of the Fixed Tax Assumptions (unless they are incorrect as a result of breach of a representation or covenant by the Class A Member) or the calculation assumptions and conventions in Section 7.11(c), after filing the federal income Tax Return tax return for the year in which the Company treated the Target Internal Rate of Return as having been achieved, there is a change in the taxable income or loss or Tax Credits PTCs the Company reported for the period through the end of the month in which the Target Internal Rate of Return was assumed to have been achieved for reasons other than inaccuracy of the Fixed Tax Assumptions (unless they are incorrect due to breach of a representation or covenant by Sponsoroccurred, any Class B Member, Managing Member or any of their Affiliates in the Transaction Documents) or the calculation assumptions and conventions in Section 6.5(c) and the Company has not yet made liquidating distributions under Section 10.2, then there will be a “Curative Flip Allocation.” The Managing Member will determine the difference shortfall between the Target Internal Rate of Return and the Internal Rate of Return the Class A B Members actually achieved through the last Distribution Date the Company distributed cash under Section 6.1(a)(i6.l(a). The sharing percentages in Section 6.1 will be adjusted for subsequent distributions to the maximum extent necessary to increase or decrease (as appropriate) restore the Class A Members’ Internal Rate of Return B Member to the Target Internal Rate of Return as of such date; provided that in no event shall such sharing percentages be adjusted to less than (i) five percent for the Class B Member or (ii) one percent for the Class A Member. Such change in sharing percentages will shall remain in effect until, and to the extent necessary so that, the difference between the Target Internal Rate of Return and the actual Internal Rate of Return is shall have been eliminated. The Internal Rate of Return the Class A Members B Member actually achieved will be calculated using the Fixed Tax Assumptions (unless they are incorrect due to as a result of breach of a representation or covenant by Sponsor, any the Class B A Member, Managing Member or any of their Affiliates in the Transaction Documents) and the calculation assumptions and conventions in Section 6.5(c7.11(c). If an event occurs (prior to the expiration of the applicable statutes of limitation for Taxable Years including or ending prior to the Flip Date with respect to the Class B Member) that would have triggered a Curative Flip Allocation but for the fact that the Class B Members have A Member has already purchased the Class B Membership Interests pursuant to Section 9.6 of this Agreement, then the Class A Members under Section 9.4 of this Agreement or but for the fact that the Company has liquidated, then, as appropriate, the Class B Members Member will pay in cash, within thirty (30) calendar 30 days after of the occurrence of such event, the economic equivalent of the Curative Flip Allocation as additional purchase price consideration for the Class A Membership Interests, or purchase of the Class A Members will pay in cash, within thirty (30) calendar days after such event, the economic equivalent of the Curative Flip Allocation as a reduction in purchase price for the Class A B Membership Interests.