Tax Credit Pass Through. Company acknowledges and agrees that the Federal Refundable Tax Credit and Federal Non-Refundable Tax Credit shall inure to the benefit of the Claiming Entity; provided, however, that Seller acknowledges and expressly agrees that the Federal Refundable Tax Credit and Federal Non-Refundable Tax Credit, with regard to Seller's Facility, have been calculated into the Contract Pricing based on the maximization of such credits. In the event that Xxxxxx's Facility does not gain the benefit of the Federal Refundable Tax Credit and/or the Federal Non-Refundable Tax Credit, Seller expressly acknowledges and agrees that it shall not seek to amend the Contract Pricing. Because the Hawai‘i tax treatment that will apply to renewable energy technologies on the Commercial Operations Date is uncertain, the parties acknowledge that the Contract Pricing was set assuming Seller will not be eligible for any Hawai‘i Renewable Energy Tax Credit. The intent of this Section 5 (Tax Credit Pass Through) is to entitle Company, for the benefit of its customers, to a payment equal to 100% of the maximum Hawai‘i Renewable Energy Tax Credit for which Seller is eligible with respect to the Facility and receives during the Term, as more fully set forth in this Section 5 (Tax Credit Pass Through). If, as of the Commercial Operations Date, or, if not available at the Commercial Operations Date, at any subsequent time during the Term, a Hawai‘i Refundable Tax Credit is reasonably available to Seller or its Affiliates with respect to the Facility, the following shall apply: Seller or Seller's Affiliate will apply for such Hawai‘i Refundable Tax Credit, it being understood and agreed that if Seller applies for a Hawai‘i Refundable Tax Credit as of the Commercial Operations Date, it shall have fulfilled its obligations hereunder to apply for the Hawai‘i Refundable Tax Credit; Seller shall make a payment to Company in an amount equal to one hundred percent (100%) of the Net Amount of such Hawai‘i Refundable Tax Credit within thirty (30) Days after funds are received from the Hawai‘i Department of Taxation; Upon application for the Hawai‘i Refundable Tax Credit, an officer of Seller will deliver to Company a notice (A) describing Seller's efforts to apply for and obtain the Hawai‘i Refundable Tax Credit, (B) confirming that Seller has applied for the Hawai‘i Refundable Tax Credit, and (C) certifying that Seller has used commercially reasonable efforts to apply for and obtain the maximum reasonabl...
