Tax Equity Partnership definition

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Tax Equity Partnership means, with respect to any Project, a limited liability company classified as a partnership for U.S. federal income tax purposes that owns all or any portion of the membership interests of a Project Company or directly owns a Project.

Tax Equity Partnership means each of the companies set forth on Section 1.01(g) of the Company Disclosure Schedule.

Examples of Tax Equity Partnership in a sentence

Within sixty (60) days of the Closing Date, SRP shall deliver to the YieldCo Entities a schedule allocating the Consideration and any other amounts properly treated as consideration for U.S. federal income tax purposes (to the extent known at such time) among the assets of the Tax Equity Partnership in accordance, as applicable, with Sections 755 and 1060 of the Code and the Treasury Regulations thereunder.
The Parties agree to cause the Tax Equity Partnership to allocate its tax items for its taxable year which includes the Effective Date based on the “closing of the books” method.
Additionally, GEV IA may (or may direct its Affiliates to) at any time propose for ▇▇▇▇▇▇’s consideration a sale of all or part of any Parent Investor’s membership interest in any Tax Equity Partnership with respect to a Parent Investment.
Each Tax Equity Partnership is and has at all times been properly treated as either a partnership or a disregarded entity for U.S. federal and state income tax purposes, and no election has been filed with respect to each such Tax Equity Partnership so as to cause it to be treated as an association taxable as a corporation for U.S. federal income tax purposes.
No Company Group Entity has any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract (other than the Tax Equity Partnership Agreements, applicable tax equity buyout documents, and customary indemnification or reimbursement provisions in loans, leases and other commercial agreements no significant purpose of which is related to Taxes) or otherwise by operation of Law.

More Definitions of Tax Equity Partnership

Tax Equity Partnership means Imperial Valley Solar 1 Holdings, LLC.

Tax Equity Partnership means a special purpose entity whose membership interests are held by any Borrower or an Excluded Subsidiary, as the managing member, and a Tax Equity Investor or a Subsidiary of such Tax Equity Investor, as the investor member, and whose members are obligated to advance capital contributions to purchase PV Systems from any Borrower or its Subsidiaries in accordance with the Partnership Flip Structure. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Tax Equity Partnership means a special purpose entity (which may or may not be organized in the form of a partnership) the Equity Interests in which are held by a Manager Subsidiary, as the managing member of such entity, and a Tax Equity Investor or a Subsidiary thereof, as the investor member of such entity, and the members of which are obligated to make cash capital contributions to such entity the proceeds of which are to be used by such entity to purchase Tax Credit Eligible Projects from a Loan Party in accordance with the Partnership Flip Structure.

Tax Equity Partnership is defined in the recitals.

Tax Equity Partnership means a tax equity investment vehicle formed by a Subsidiary of the Company and a third-party investor to whom certain tax benefits associated with the ownership of solar energy systems or energy storage systems are transferred or allocated.

Tax Equity Partnership is defined in the recitalsmeans the Aspen Tax Equity Partnership and the Sierra Tax Equity Partnership.

Tax Equity Partnership means a special purpose entity in a Partnership Flip Structure whose membership interests are held by a Loan Party or an Excluded Subsidiary, as the managing member, and a Tax Equity Investor or a Subsidiary of such Tax Equity Investor, as the investor member, and whose members are obligated to advance capital contributions to purchase Projects from Sunrun or any of its Subsidiaries in accordance with the related Tax Equity Documents. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Term SOFR” has the meaning provided in the definition of “Adjusted Term SOFR Rate”. “Term SOFR Adjustment” means, for any calculation with respect to a Term SOFR Loan, a percentage per annum as set forth below for the applicable Interest Period therefor: Interest Period Percentage One month 0.11448 % Three months 0.26161% Six months 0.42826% “Term SOFR Administrator” means CBA (or a successor administrator of the forward- looking secured overnight financing rate selected by the Administrative Agent in its reasonable discretion). “Term SOFR Loan” means each Loan bearing interest at a rate based upon the Adjusted Term SOFR Rate. “Third Amendment Effective Date” means February 20, 2024. “Threshold Amount” means [***]. “Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Exposure of such Lender at such time. “Total Debt” means, as of the last day of any Measurement Period, (a) the aggregate amount of all senior secured Indebtedness of the Loan Parties less (b) the Quarter-End Liquidity, in each case, as of the last day of such Measurement Period; provided that in no event shall Total Debt be less than zero. “Total Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations. “Tranching” means the sale, lease, assignment, contribution or other transfer of Permitted Assets by the Borrower or its Subsidiaries to an Excluded Subsidiary or Tax Equity Investor in