Financing Funds a. Each Tax Equity Financing Document to which any Tax Equity Party is a party is a legal, valid and binding obligation of such Tax Equity Party, enforceable against such Tax Equity Party in accordance with its terms, except as such enforceability may be limited in the future by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally, and except as such enforceability may be limited in the future by general principles of equity (whether considered in a suit at law or in equity). None of the Tax Equity Financing Documents to which a Tax Equity Party is a party has been amended or modified since the effective date of such Tax Equity Financing Documents other than as set forth on Schedule VI. No Tax Equity Party is party to any material contract, agreement or other undertaking except the Tax Equity Financing Documents and any other contract, agreement or undertaking previously disclosed in writing to the Agent.
Financing Funds. (a) Parent has delivered to the Company a true, complete and correct copy of the executed equity commitment letter, dated as of the date hereof, among Parent, the Company, Accel-KKR Capital Partners IV, LP, Accel-KKR Capital Partners V, LP, Accel-KKR Capital Partners IV Strategic Fund, LP, and Accel-KKR Capital Partners V Strategic Fund, LP (the “Financing Commitment”), pursuant to which each investor party thereto has committed, subject to the terms and conditions set forth therein, to invest in Parent the cash amounts set forth therein (the “Financing”) for the purpose of funding in part the aggregate Per Share Merger Consideration.
Financing Funds. The proceeds realized by the Partnership in any Financing after being reduced by (i) payments, repayments or other- retirements of previously existing debt obligations of the Partnership made with such funds, (ii) proceeds required to pay construction costs and to meet other reasonable requirements of the Partnership, including payment of operating expenses of the Partnership (to the extent not paid out of operating revenues) and the cost of carrying out the Development Plan, and (iii) all costs incurred by the Partnership in such Financing (but to the extent that the amounts in clauses (i), (ii) and (iii) represent payments to a Partner or an Affiliate of a Partner, the amount of such deductions will be limited to amounts which would be paid to parties which are not Affiliates of a Partner for similar goods or services or which represent the repayment of loans containing market-rate terms at the time made to the Partnership (except that any Partner Overruns Loan shall bear interest and contain the other terms set forth in section 3.05 of the Partnership Agreement), the proceeds of which were used to pay costs and expenses incurred in connection with the ownership and operation of the Property or were distributed in accordance with the provisions of section 4.04 of the Partnership Agreement]. Any proceeds realized by the Partnership in any Financing which are placed in a reserve or are otherwise excluded from Financing Funds in order to pay expected future obligations of the Partnership, but which are not required to pay any such obligations, will be deemed to be Financing Funds when the General Partners determine that such proceeds are no longer required to pay such obligations.
