Tax Equity Documents definition

Tax Equity Documents means each of the Tax Equity Agreements and each other agreement or certificate to be executed and delivered pursuant to the Tax Equity ECCA or the Tax Equity LLCA, in each case, pursuant to the terms and subject to the conditions of Section 5.12(a).

Tax Equity Documents means the Contracts listed under the headings “Tax Equity Transaction I”, “Tax Equity Transaction II”, and “Tax Equity Transaction III” in Section 4.13(a) of the Seller Disclosure Letter.

Tax Equity Documents has the meaning given to that term in Section 3.09(a)(x).

Examples of Tax Equity Documents in a sentence

• Borrower shall not, and shall not permit any Portfolio Entity to, (a) wind up, liquidate or dissolve its affairs, (b) combine, merge or consolidate with or into any other entity, or (c) purchase or otherwise acquire all or substantially all of the assets of any Person, except in connection with the purchase of any Investor’s interests in a Project Company made in accordance with the terms of the applicable Tax Equity Documents.

• Each Managing Member shall exercise its call option set forth in the Tax Equity Documents to which it is a party on or prior to the date that such call option expires.

• Except for the call rights of the Tax Equity Holdcos under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Class A Members in the Tax Equity Opcos, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the membership interests in a Tax Equity Opco.

• Borrower shall cause the Portfolio Entities to make distributions to Borrower at least once per quarter, provided that there is cash available to distribute and such distributions are permitted by the applicable Portfolio Loan Documents, Tax Equity Documents and any ABS Transaction Documents.

• Each Lender Party hereby consents and agrees to the execution and delivery of the Inverted Lease Back-Up Servicing Agreement in the form attached hereto as Exhibit E as required to be delivered pursuant to Section 7.26(a) of the Credit Agreement (the “Inverted Lease Back-Up Servicing Agreement Consent”, and together with the Restructuring Consent and the Tax Equity Documents Amendments Consent, the “Consents”).

More Definitions of Tax Equity Documents

Tax Equity Documents means the operating agreement or limited liability company agreement of the Tax Equity JV, Lessee (if applicable), an equity capital contribution agreement, if applicable, a membership interest purchase agreement, if applicable, and any related guarantees or ancillary documents.

Tax Equity Documents means (i) for each Tax Equity Opco, the applicable Tax Equity Limited Liability Company Agreement, Master Purchase Agreement, Tax Equity Opco O&M Agreement, Tax Equity Account Agreement, Tax Equity Back-Up Servicing Agreement or Transition Management Agreement, as applicable, Tax Equity Guaranty, and any other documents reflecting an agreement between the Sponsor (or any Affiliate of the Sponsor) and any of the Tax Equity Class A Members relating to the applicable Tax Equity Class A Member’s investment in a Project or such Tax Equity Opco and (ii) with respect to any Wholly Owned Opco, the documents referred to in clause (i) prior to such date as the Wholly Owned Opco ceased to be a Tax Equity Opco.

Tax Equity Documents means, with respect to a Project, any contract to which the applicable Project Company or any other Subsidiary of the Borrower that directly or indirectly owns such Project is a party (and in the case of credit support, to which any other Affiliate of such Project Company is a party) entered into with or for the benefit of any Tax Equity Investor, including any equity capital contribution agreement, membership interest purchase agreement, limited liability company agreement, any lease, rental schedule or other agreement required in connection with a “sale leaseback” or “inverted lease” transaction, and any related guarantees or other credit support in connection with any of the foregoing, along with all amendments and supplements thereto.

Tax Equity Documents means a set of tax equity documents (including a membership interest purchase agreement, an equity capital contribution agreement, the TE Partnership LLC Agreement, any guaranties in connection therewith and other related documents) providing for a Tax Equity Transaction.

Tax Equity Documents means (i) for each Tax Equity Opco, the applicable Tax Equity Limited Liability Company Agreement, Master Purchase Agreement, Master Lease, Tax Equity Opco O&M Agreement, Tax Equity Account Agreement, Partnership Flip Back-Up Servicing Agreement or Transition Management Agreement, as applicable, Tax Equity Guaranty, and any other documents reflecting an agreement between Sponsor (or any Affiliate of Sponsor) and any of the Tax Equity Class A Members relating to the applicable Tax Equity Class A Member’s investment in a Project or such Tax Equity Opco and (ii) with respect to any Wholly Owned Opco, either (A) the documents referred to in clause (i) prior to such date as the Wholly Owned Opco ceased to be a Tax Equity Opco or (B) if the Wholly Owned Opco was not previously a Tax Equity Opco, the documents referred to in clause (i) pursuant to which one or more Projects now owned by such Wholly Owned Opco were first acquired, which are listed for the applicable Wholly Owned Opco on Schedule 1.01(c).

Tax Equity Documents means the collective reference to the equity capital contribution agreements, membership interest purchase agreements, operating agreements, administrative services agreements, master leases, subleases, lease supplements, pass-through agreements, agreements with respect to any Cash Grant, guaranties and other tax equity investment documents, in each case, in respect of any Tax Equity Partnership, any Tax Equity Lessee or any Tax Equity Lessor, including any such documents entered into in connection with a Permitted Tax Equity Transaction.

Tax Equity Documents means that certain Equity Capital Contribution Agreement, to be entered into by and among Borrower, Pinnacle Holdco and the Tax Equity Investor in connection with the Tax Equity Financing (the “ECCA”), and related documentation that reflect the terms and conditions of the Tax Equity Financing, including the Beginning of Construction and Repowering Information Certificate (Closing Date) and the Beginning of Construction and Repowering Information Certificate (Funding Date) (each, as defined in the ECCA).