Examples of Project Company LLC Agreement in a sentence
Borrower shall cause all contributions required to be made to any Portfolio Entity under each Project Company LLC Agreement to be made from an account of an Affiliate of Borrower other than the Borrower and the Portfolio Entities.
In connection with the foregoing, on the Tax-Equity Buy-Out Date associated with such Managing Member’s interest, Borrower shall cause such Managing Member to amend and restate the relevant Project Company LLC Agreement (or similar agreement) in form and substance reasonably satisfactory to the Lender to provide that such Managing Member is the sole member thereof.
Amend, modify or change its Organizational Documents (including the Steel Winds Project Company LLC Agreement) in a manner that is materially adverse to the rights of the Lenders (it being understood that, any amendment, modification or other change to the separateness covenants therein shall be materially adverse to such rights) or take any action that would impair the value of or rights of the Lenders under such Organizational Documents.
The Company, as sole member of the Project Company (“Sole Member”), has also agreed in the Project Company LLC Agreement to cause the Project Company to delegate day-to-day management of the Project Company to the Administrator.
Borrower shall provide evidence that capital contributions required to be made to each Project Company and Desert Sunburst, LLC under each Project Company LLC Agreement on or prior to the Closing Date and, in the case of the USB V Portfolio Entities, the USB V Holdback Release Date, have been made on a timely basis.
As of the Original Closing Date, the Borrower has no Knowledge of any indemnification obligations, cash sweeps, diversions or defaults under the Tax Equity Documents by the Borrower or its Affiliates that could reasonably be expected to (a) delay the flip date under any Project Company LLC Agreement or, (b) in the case of Project Company LLC Agreements that do not utilize a yield based flip mechanic, materially and adversely impact the distributions to the applicable Managing Member.
For this purpose, a “Structural Tax Issue” means a determination that: (i) the transactions contemplated by this Agreement, the Project Company LLC Agreement and the CC Project Documents fail to meet the requirements of the safe harbor in Rev.
Though many of the Scheduled Events that will compose the state commemoration will be orchestrated and managed by sponsoring groups, bringing these together, creating the higher view of impact, delivering on the theme of the 75th, “Salute their Service, Honor their Hope”, and marketing these efforts will be required.
Promptly upon an Affected Person receiving payment of all Release Event Payments that are then owed to it and if the Put Right (as defined in the Project Company LLC Agreement) has not been exercised, then the Affected Person (i) will provide Notice to Seller that it has received all such payments and the date as of which such payments have been received (a “Payment Resolution Date”) and (ii) [***].
Copies of all such proposed disclosure will be sent to each other Party by e-mail in accordance with the e-mail address or addresses included on Exhibit A to the Project Company LLC Agreement for such Party.