Flip Date definition

Flip Date means the last day of the calendar month in which Class B Member achieves an Internal Rate of Return equal to or greater than the Target IRR.

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Flip Date means the later of (a) the date that is five (5) full years after the last date a Project owned by the Company is Placed in Service and (b) the last day of the calendar month in which the Class A Member achieves an Internal Rate of Return equal to or greater than the Target Internal Rate of Return.

Flip Date means the date after which the proportion of Distributable Cash distributable to the applicable Tax Equity Investor Member in a Project Company is reduced pursuant to the related Project Company LLCA.

Examples of Flip Date in a sentence

• In the case of Capital Contributions to fund payments required to be made on a Purchase Date under the Master EPC Agreement for a particular Tranche, the Class A Member shall contribute, subject to Section 4.1(c), that amount, as determined pursuant to the Base Case Model for such Tranche, that will allow the Class A Member to reach the applicable Target Internal Rate of Return by the Projected Flip Date.

• In the case of any such audit or proceeding involving the Investor for a tax period prior to or including the Flip Date, if the Investor is not successful in converting the portion of such audit or proceeding that relates to such items into a proceeding at the level of the Company, the Company shall reimburse the Investor for all reasonable costs and expenses, including reasonable attorneys’ fees, in contesting such claim.

• If notice of dispute is not given by any Class B Member within such period, the determination that the Flip Date has occurred, and the items, procedures and calculations described above relating thereto, will be final and binding on the Members.

• For any issue or matter relating to the period prior to the Flip Date without the approval of each of the other Members, the Tax Matters Partner shall not enter into a settlement agreement with the IRS which purports to bind the Members.

• The Tax Matters Partner shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless the Tax Matters Partner requests that it not serve as Tax Matters Partner and such request is approved by (i) a Super-Majority Vote of the Members, if such request is made prior to the Flip Date or (ii) the Majority Vote of Members, if such request is made after the Flip Date.

More Definitions of Flip Date

Flip Date is defined in the LLC Agreement.

Flip Date means the last day of the month in which Purchasers achieve an Internal Rate of Return equal to or greater than the Target IRR.

Flip Date means December 15, 2032.

Flip Date means the end of the last day of the month in which the Flip Point occurs.

Flip Date means, with respect to a Financing Fund, the date on which the percentage of Distributable Cash allocated to the related Tax Equity Investor Member is reduced in accordance with the terms of the related Financing Fund LLC Agreement.

Flip Date means the date after which the proportion of Distributable Cash distributable to the applicable Tax Equity Investor Member in a Partnership Flip Project Company is reduced pursuant to the related Partnership Flip Project Company LLCA.

Flip Date is the day on which the Calculated Amount equals zero.