Guaranteed Tax Credit Dispute definition

Guaranteed Tax Credit Dispute means any audit, administrative, or judicial process relating to tax credits under Section 45 or Section 48 of the Code allocated by a Tax Equity Entity to any Tax Equity Investor for which (a) the Tax Equity Entity’s recourse against the Company following an adverse determination related to such tax credits is supported by a payment guarantee by an Affiliate of NEP Renewables Holdings III or (b) an Affiliate of NEP Renewables Holdings III agrees in writing to provide an indemnity to the Company with respect to any adverse determination of such audit, administrative, or judicial process, in the amount of any excess of (i) the net present value (using a discount rate of ([●]%)) of any adjustment to Deferred Contributions or reduction in the pro forma amount of available cash flow projected to be distributed to the Company under the limited liability company agreement of a Tax Equity Entity in the absence of such adverse determination over (ii) the amount of any settlement payment with respect to such audit, administrative, or judicial process that is approved by Class A Member Approval and Class B Member Approval. Hedging Instrument means (a) any interest rate swap, option Contract, futures Contract, options on futures Contract, cap, floor, collar, or any other similar arrangement entered into by or on behalf of the Company or any of its Subsidiaries related to movements in interest rates; (b) any electricity swap, options Contract, futures Contract, options on futures Contract, cap, floor, collar, or any other similar arrangement entered into by or on behalf of the Company or any of its Subsidiaries related to movements in electricity prices or for the purpose of reducing exposure to movements in electricity prices (or minimizing losses in connection therewith); and (c) any other derivative transaction of a nature similar to those referenced in clause (a) or clause (b) entered into by or on behalf of the Company or any of its Subsidiaries to hedge risks of any commercial nature. 897613.05-WILSR01A - MSW
Sample 1Sample 2
Guaranteed Tax Credit Dispute means any audit, administrative, or judicial process relating to tax credits under Section 45 or Section 48 of the Code allocated by a Tax Equity Entity to any Tax Equity Investor for which (a) the Tax Equity Entity’s recourse against the Company following an adverse determination related to such tax credits is supported by a payment guarantee by an Affiliate of the NEP Member or (b) an Affiliate of NEP Member agrees in writing to provide an indemnity to the Company with respect to any adverse determination of such audit, administrative, or judicial process, in the amount of any excess of (i) the net present value (using a discount rate of six and three quarters percent (6.75%)) of any adjustment to Deferred Contributions or reduction in the pro forma amount of available cash flow projected to be distributed to the Company under the limited liability company agreement of Golden Plains Company in the absence of such adverse determination over (ii) the amount of any settlement payment with respect to such audit, administrative, or judicial process that is approved by Class B Member Approval.
Sample 1
Guaranteed Tax Credit Dispute means any audit, administrative, or judicial process relating to tax credits under Section 45 or Section 48 of the Code allocated by a Tax Equity Entity to any Tax Equity Investor for which (a) the Tax Equity Entity’s recourse against the Company following an adverse determination related to such tax credits is supported by a payment guarantee by an Affiliate of NEP Member or (b) an Affiliate of NEP Member agrees in writing to provide an indemnity to the Company with respect to any adverse determination of such audit, administrative, or judicial process, in the amount of any excess of (i) the net present value (using a discount rate of six and nine hundred thirty-one thousandths percent (6.931%)) of any adjustment to Deferred Contributions or reduction in the pro forma amount of available cash flow projected to be distributed to the Company under the limited liability company agreement of a Tax Equity Entity in the absence of such adverse determination over (ii) the amount of any settlement payment with respect to such audit, administrative, or judicial process that is approved by Class B Member Approval.
Sample 1

Examples of Guaranteed Tax Credit Dispute in a sentence

  • For the avoidance of doubt, the approval of Investor shall not be required pursuant to this Section 8.03 in connection with any Guaranteed Tax Credit Dispute; provided that the Partnership Representative shall keep Investor reasonably informed in connection with the developments in any Guaranteed Tax Credit Dispute and consider any reasonable comments received in connection therewith.

  • For the avoidance of doubt, neither Class A Member Approval nor Class B Member Approval shall be required pursuant to this Section 8.03 in connection with any Guaranteed Tax Credit Dispute; provided that the Partnership Representative shall keep the Class A Members and the Class B Members reasonably informed in connection with the developments in any a Guaranteed Tax Credit Dispute and consider any reasonable comments received in connection therewith.

  • For the avoidance of doubt, no Class B Member Approval or Class C Member Approval shall be required pursuant to this Section 8.03 in connection with any Guaranteed Tax Credit Dispute; provided that the XXXX Member shall keep the Class B Members and the Class C Members reasonably informed in connection with the developments in any a Guaranteed Tax Credit Dispute and consider any reasonable comments received in connection therewith.


More Definitions of Guaranteed Tax Credit Dispute

Guaranteed Tax Credit Dispute means any audit, administrative, or judicial process relating to tax credits under Section 45 or Section 48 of the Code allocated by a Tax Equity Entity to any Tax Equity Investor for which (a) the Tax Equity Entity’s recourse against the Company following an adverse determination related to such tax credits is supported by a payment guarantee by an Affiliate of the XXXX Member or (b) an Affiliate of the XXXX Member agrees in writing to provide an indemnity to the Company with respect to any adverse determination of such audit, administrative, or judicial process, in the amount of any excess of (i) the net present value (using a discount rate of 6.50%) of any adjustment to Deferred Contributions or reduction in the pro forma amount of Pine Brooke Available Cash Flow projected to be distributed to the Company under the Pine Brooke Company LLC Agreement in the absence of such adverse determination over (ii) the amount of any settlement payment with respect to such audit, administrative, or judicial process that is approved by Class B Member Approval and Class C Member Approval. 870723.28-WILSR01A - MSW
Sample 1

Related to Guaranteed Tax Credit Dispute

  • Indemnified Tax means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of a Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

  • Secured Tax Claim means any Secured Claim that, absent its secured status, would be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined irrespective of time limitations), including any related Secured Claim for penalties.

  • Input Tax Credit means the credit of input tax;

  • Indemnified Taxes means Taxes other than Excluded Taxes.

  • child tax credit means a child tax credit under section 8 of the Tax Credits Act 2002;

  • Guaranteed Obligation and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

  • Other Tax means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

  • Guaranteed Liabilities means all moneys, obligations and liabilities expressed to be guaranteed by the Guarantor in clause 2.1;

  • authorised taxi rank means any area of carriageway which is comprised within and indicated by a road marking complying with diagram 1028.2 in Schedule 6 to the Traffic Signs Regulations and General Directions 2002;

  • Lease Deficit Disbursement means an amount drawn under a Multi-Series Letter of Credit pursuant to a Certificate of Lease Deficit Demand.

  • Other Taxes means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

  • L/C Reimbursement Obligation means, for any Letter of Credit, the obligation of the Borrower to the L/C Issuer thereof, as and when matured, to pay all amounts drawn under such Letter of Credit.

  • Treaty Lender means a Lender which:

  • Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

  • Guaranteed Sum means: The maximum aggregate amount of R

  • Guaranteed Obligations has the meaning specified in Section 7.01.

  • Excluded Tax means any Tax imposed by any jurisdiction on the net income of the Note Holder;

  • Agreement combined tax rate means the sum of the tax rates:

  • Guaranteed loan means the loan in the original principal amount specified in Clause 4 of the Special Conditions made by the Guarantee Holder to the State-Owned Enterprise under the Loan Agreement and denominated in Guarantee Currency or, where the context may require, the amount thereof from time to time outstanding, the proceeds of which shall be applied to the Investment Project.

  • Relevant Tax Authority means HMRC, or, if applicable, the tax authority in the jurisdiction in which the Supplier is established;

  • Presumed Tax Rate means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

  • Relevant Sukuk Obligation means any undertaking or other obligation to pay any money given in connection with the issue of Islamic-compliant certificates, whether or not in return for consideration of any kind, which for the time being are, or are intended to be, or are capable of being, quoted, listed or ordinarily dealt in or traded on any stock exchange, over-the-counter or other securities market.

  • Loan Guaranty means Article X of this Agreement.

  • Guaranteed Creditors means and include each of the Agent, the Collateral Agent, the Banks and each party (other than any Credit Party) party to an Interest Rate Protection Agreement or Other Hedging Agreement to the extent such party constitutes a Secured Creditor under the Security Documents.

  • Credit Party Obligations means, without duplication, (a) all of the obligations of the Credit Parties to the Lenders (including the Issuing Lender) and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes, or any of the other Credit Documents to which any Credit Party is a party and (b) all liabilities and obligations owing from such Credit Party to any Lender, or any Affiliate of a Lender, arising under Hedging Agreements.

  • Credit Improved Obligation means any Collateral Debt Obligation which, in the Investment Manager’s judgment, has significantly improved in credit quality and in respect of which one of the following is satisfied: