Covenant Cash means, without duplication, internally generated cash and Cash Equivalents distributed by the Project Companies and NextEra US Holdings, directly or indirectly, to NEP OpCo or NextEra US Holdings, as applicable, in respect of the Equity Interests of the Project Companies and NextEra US Holdings owned, directly or indirectly, by NEP OpCo (other than dividends or other distributions that are funded, directly or indirectly, with substantially concurrent cash Investments, or cash Investments that were not used by a Project Company or NextEra US Holdings for capital expenditures or for operational purposes, by NEP OpCo or any of its Subsidiaries in a Project Company and NextEra US Holdings), excluding (a) the proceeds of any extraordinary receipts (including cash payments or proceeds received (i) from any Disposition by NEP OpCo or any of its Subsidiaries, (ii) under any casualty insurance policy in respect of a covered loss thereunder or (iii) as a result of the taking of any assets of NEP OpCo or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking) and (b) any cash that is derived from (i) cash grants and similar items to the Project Companies and NextEra US Holdings, (ii) any incurrence of Funded Debt by the Project Companies and NextEra US Holdings, (iii) any issuance of Equity Interests by the Project Companies and NextEra US Holdings, or (iv) any capital contribution to the Project Companies and NextEra US Holdings.
Covenant Cash means, without duplication, internally generated cash and Cash Equivalents distributed by the Project Companies and the Borrowers, directly or indirectly, to OpCo or US Holdings, as applicable, in respect of the Equity Interests of the Project Companies and the Borrowers owned, directly or indirectly, by OpCo (other than dividends or other distributions that are funded, directly or indirectly, with substantially concurrent cash Investments, or cash Investments that were not used by a Project Company or a Borrower for capital expenditures or for operational purposes, by OpCo or any of its Subsidiaries in a Project Company or a Borrower), excluding (a) the proceeds of any extraordinary receipts (including cash payments or proceeds received (i) from any Disposition by OpCo or any of its Subsidiaries, (ii) under any casualty insurance policy in respect of a covered loss thereunder or (iii) as a result of the taking of any assets of OpCo or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking and (b) any cash that is derived from (i) cash grants and similar items to the Project Companies and the Borrowers, (ii) any incurrence of Funded Debt by the Project Companies and the Borrowers, (iii) any issuance of Equity Interests by the Project Companies and the Borrowers or (iv) any capital contribution to the Project Companies and the Borrowers.
Covenant Cash means, as of any day, consolidated unrestricted cash and cash equivalents of EWI and its Subsidiaries on such day, determined in a manner substantially consistent with the determination of the line item “Cash and cash equivalents” presented on the consolidated balance sheet of EWI and its Subsidiaries filed by EWI in its quarterly report on Form 10-Q for the period ended June 30, 2020 and, for the avoidance of doubt, shall not include cash that, substantially consistent with the methodology used to determine such line items in such Form 10-Q, would be reported under the line items “ATM cash”, “Restricted cash” or “Settlement assets” on a consolidated balance sheet of EWI and its Subsidiaries.
Examples of Covenant Cash in a sentence
For the avoidance of doubt, the increase in Covenant Cash Flow of OpCo or US Holdings, as applicable, resulting from the exercise of the Cure Right shall not be disregarded in any period subsequent to the initial Measurement Period, for any of the purposes described in clause (c).
The Borrower will not permit the Covenant Cash Flow Leverage Ratio, as of the last day of any fiscal quarter, to be more than 3.00 to 1.0.
For the avoidance of doubt, the increase in Adjusted Covenant Cash Flow of OpCo or US Holdings, as applicable, resulting from the exercise of the Cure Right shall not be disregarded in any period subsequent to the initial Measurement Period, for any of the purposes described in clause (c).
For the avoidance of doubt, the increase in Covenant Cash Flow of the Borrower resulting from the exercise of the Cure Right shall not be disregarded in any period subsequent to the initial Measurement Period, for any of the purposes described in clause (d).
Set forth on Annex A are the calculation of the OpCo Interest Coverage Ratio, the OpCo Leverage Ratio, the US Holdings Interest Coverage Ratio and the US Holdings Leverage Ratio as of ______________, 20___, including detail regarding the factors taken into account in determining the Pro Forma Effect of any Qualifying Project on Covenant Cash Flow.
More Definitions of Covenant Cash
Covenant Cash means, without duplication, internally generated cash and Cash Equivalents distributed by the Project Companies, the Guarantor and NextEra Canadian Holdings, directly or indirectly, to the Issuer or the Guarantor, as applicable, in respect of the Equity Interests of the Project Companies, the Guarantor and NextEra Canadian Holdings owned, directly or indirectly, by the Issuer (other than dividends or other distributions that are funded, directly or indirectly, with substantially concurrent cash Investments, or cash investments that were not used by a Project Company, the Guarantor or NextEra Canadian Holdings for capital expenditures or for operational purposes, by the Issuer or any of its Subsidiaries in a Project Company, the Guarantor and NextEra Canadian Holdings), excluding (a) the proceeds of any extraordinary receipts (including cash payments or proceeds received (i) from any Disposition by the Issuer or any of its Subsidiaries, (ii) under any casualty insurance policy in respect of a covered loss thereunder or (iii) as a result of the taking of any assets of the Issuer or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking) and (b) any cash that is derived from (i) cash grants and similar items to the Project Companies, the Guarantor and NextEra Canadian Holdings, (ii) any incurrence of Funded Debt by the Project Companies, the Guarantor and NextEra Canadian Holdings, (iii) any issuance of Equity Interests by the Project Companies, the Guarantor and NextEra Canadian Holdings, or (iv) any capital contribution to the Project Companies, the Guarantor and NextEra Canadian Holdings.
Covenant Cash means, without duplication, internally generated cash and Cash Equivalents distributed by the Project Companies, NextEra US Holdings and NextEra Canadian Holdings, directly or indirectly, to the Issuer or NextEra US Holdings, as applicable, in respect of the Equity Interests of the Project Companies, NextEra US Holdings and NextEra Canadian Holdings owned, directly or indirectly, by the Issuer (other than dividends or other distributions that are funded, directly or indirectly, with substantially concurrent cash Investments, or cash investments that were not used by a Project Company, NextEra US Holdings or NextEra Canadian Holdings for capital expenditures or for operational purposes, by the Issuer or any of its Subsidiaries in a Project Company, NextEra US Holdings and NextEra Canadian Holdings), excluding (a) the proceeds of any extraordinary receipts (including cash payments or proceeds received (i) from any Disposition by the Issuer or any of its Subsidiaries, (ii) under any casualty insurance policy in respect of a covered loss thereunder or (iii) as a result of the taking of any assets of the Issuer or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking) and (b) any cash that is derived from (i) cash grants and similar items to the Project Companies, NextEra US Holdings and NextEra Canadian Holdings, (ii) any incurrence of Funded Debt by the Project Companies, NextEra US Holdings and NextEra Canadian Holdings, (iii) any issuance of Equity Interests by the Project Companies, NextEra US Holdings and NextEra Canadian Holdings, or (iv) any capital contribution to the Project Companies, NextEra US Holdings and NextEra Canadian Holdings.
Covenant Cash means, without duplication, internally generated cash and Cash Equivalents distributed by the Project Companies and the Guarantor, directly or indirectly, to the Issuer or the Guarantor, as applicable, in respect of the Equity Interests of the Project Companies and the Guarantor owned, directly or indirectly, by the Issuer (other than dividends or other distributions that are funded, directly or indirectly, with substantially concurrent cash Investments, or cash Investments that were not used by a Project Company or the Guarantor for capital expenditures or for operational purposes, by the Issuer or any of its Subsidiaries in a Project Company and the Guarantor), excluding (a) the proceeds of any extraordinary receipts (including cash payments or proceeds received (i) from any Disposition by the Issuer or any of its Subsidiaries, (ii) under any casualty insurance policy in respect of a covered loss thereunder or (iii) as a result of the taking of any assets of the Issuer or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking) and (b) any cash that is derived from (i) cash grants and similar items to the Project Companies and the Guarantor, (ii) any incurrence of Funded Debt by the Project Companies and the Guarantor, (iii) any issuance of Equity Interests by the Project Companies and the Guarantor, or (iv) any capital contribution to the Project Companies and the Guarantor.
Covenant Cash means at any date of determination, (1) without duplication, internally generated cash and Cash Equivalents received by the Borrower, the Project Companies and any other Subsidiaries of the Borrower, for the applicable Measurement Period, in respect of (a) distributions from Subsidiaries of the Borrower, (b) fund management, services and performance fees, (c) sales of interests in Subsidiaries of the Borrower, (d) construction management fees, (e) development services fees, (f) asset management services fees, (g) distributions from Subsidiaries of the Borrower acting as owners of land rights for affiliated Project Companies, (h) proceeds from agreements with third parties, including asset sale, royalty, earn out or similar fees to the extent not included in the foregoing clauses (a) through (g), but excluding (x) cash payments or proceeds received under any casualty insurance policy in respect of a covered loss thereunder, (y) any cash in respect of clause (c) generated during such Measurement Period (and not, for the avoidance of doubt, generated during any prior Measurement Period) which the Borrower has applied to a Restricted Payment otherwise permitted pursuant to this Agreement and (z) cash payments or proceeds received from any sales between Affiliates of the Borrower pursuant to a membership interest or asset purchase agreement or similar arrangement; provided that, other than as set forth in clause (y) above, any Restricted Payments made by the Borrower during such Measurement Period shall not be deducted from Covenant Cash for such Measurement Period, less (2) (a) corporate general and administrative expenses, including legal, accounting and other professional fees attendant to any of the foregoing items, paid in cash by the Borrower during such Measurement Period, (b) Taxes paid in cash by the Borrower and its Subsidiaries during such Measurement Period (other than any Taxes associated with proceeds of sales of assets between Affiliates of the Borrower pursuant to a membership interest or asset purchase agreement or similar arrangement and any property or sales Taxes of any Subsidiaries of the Borrower) and (c) project development expenses shown on the Borrower’s income statement under GAAP.
Covenant Cash means, without duplication, (a) internally generated cash and Cash Equivalents distributed by the Project Companies and the Borrower, directly or indirectly, to OpCo or the Borrower, as applicable, in respect of the Equity Interests of the Project Companies and the Borrower owned, directly or indirectly, by OpCo (other than dividends or other distributions that are funded, directly or indirectly, with substantially concurrent cash Investments, or cash Investments that were not used by a Project Company or the Borrower for capital expenditures or for operational purposes, by OpCo or any of its Subsidiaries in a Project Company or the Borrower), excluding (i) the proceeds of any extraordinary receipts, including cash payments or proceeds received (A) from any Disposition by OpCo or any of its Subsidiaries, (B) under any casualty insurance policy in respect of a covered loss thereunder or (C) as a result of the taking of any assets of OpCo or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking and (ii) any cash that is derived from (A) cash grants and similar items to the Project Companies and the Borrower, (B) any incurrence of Funded Debt by the Project Companies and the Borrower, (C) any issuance of Equity Interests by the Project Companies and the Borrower or (D) any capital contribution to the Project Companies and the Borrower, and (b) cash proceeds of tax or similar credits (including by sale or other transfer of tax credits) generated by the Projects, regardless of the Person to which such proceeds are initially paid, so long as such proceeds are ultimately received (in the relevant Measurement Period) by OpCo or the Borrower, as applicable.
Covenant Cash means, as of any day, consolidated unrestricted cash and cash equivalents of EWI and its Subsidiaries on such day, determined in a mannersubstantially consistent with the determination of the line item “Cash and cash equivalents” presented on the consolidated balance sheet of EWI and its Subsidiaries filed by EWI in its quarterly report on Form 10-Q for the period ended June 30, 2022 and, for the avoidance of doubt, shall not include cash that, substantially consistent with the methodology used to determine such line items in such Form 10-Q, would be reported under the line items “ATM cash”, “Restricted cash” or “Settlement assets” on a consolidated balance sheet of EWI and its Subsidiaries.
Covenant Cash means, without duplication, internally generated cash and Cash Equivalents distributed by the Project Companies and NextEra US Holdings, directly or indirectly, to the Issuer or NextEra US Holdings, as applicable, in respect of the Equity Interests of the Project Companies and NextEra US Holdings owned, directly or indirectly, by the Issuer (other than dividends or other distributions that are funded, directly or indirectly, with substantially concurrent cash Investments, or cash Investments that were not used by a Project Company or NextEra US Holdings for capital expenditures or for operational purposes, by the Issuer or any of its Subsidiaries in a Project Company and NextEra US Holdings), excluding (a) the proceeds of any extraordinary receipts (including cash payments or proceeds received (i) from any Disposition by the Issuer or any of its Subsidiaries, (ii) under any casualty insurance policy in respect of a covered loss thereunder or (iii) as a result of the taking of any assets of the Issuer or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking) and (b) any cash that is derived from (i) cash grants and similar items to the Project Companies and NextEra US Holdings, (ii) any incurrence of Funded Debt by the Project Companies and NextEra US Holdings, (iii) any issuance of Equity Interests by the Project Companies and NextEra US Holdings, or (iv) any capital contribution to the Project Companies and NextEra US Holdings.