Tax Equity Transaction Documents definition

Tax Equity Transaction Documents means the material documents (including, in each case, all material amendments, modifications, supplements, waivers and consents with respect thereto) entered into in connection with each Tax Equity Transaction, including any associated Master EPC Agreement (as may be defined in any applicable Project Company Operating Agreement), Inverted Lease Agreement, Equity Capital Contribution Agreement (as may be defined in any applicable Project Company Operating Agreement) , Project Company Operating Agreement, maintenance services agreement, administrative services agreement and Project Company Guarantee.
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Tax Equity Transaction Documents means, with respect to any Project, any Contract executed and delivered in connection with a partnership flip tax equity financing in respect of such Project, which shall include any equity capital contribution agreement or membership interest purchase agreement (as applicable), any limited liability company agreement (or amended and restated limited liability company agreement) of the applicable Tax Equity Partnership, any guarantees or other credit support instruments related thereto, or any other Contracts entered into in connection therewith.
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Tax Equity Transaction Documents means the agreements, instruments and other documents set forth on Annex A of the Company Disclosure Letter.
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Examples of Tax Equity Transaction Documents in a sentence

  • Any Loan Party fails to observe or perform any obligation under or otherwise breaches any representation, warranty, term or condition of the Tax Equity Transaction Documents, in either case the effect of which could reasonably be expected to have a Material Adverse Effect.

  • Each of the Tax Equity Transaction Documents constitutes the legal, valid and binding obligations of each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

  • All of the Tax Equity Transaction Documents for each Tax Equity Transaction that are in effect on the Closing Date are set forth on Schedule 5.19, and true, complete and correct copies of all such Tax Equity Transaction Documents have been delivered to the Administrative Agent.

  • In addition, Borrower and the Project Guarantors shall cause each of the Project Companies to maintain any insurance that such Project Company is required to maintain pursuant to the terms and conditions of the Tax Equity Transaction Documents.

  • Any existing right, authority or power or attorney previously granted by Parent or any other member of the Parent Group to GEV IA or any Affiliate of GEV IA, or any officer or employee thereof, with respect to any Tax Equity Investments, Tax Equity Transaction Documents or Tax Equity Partnerships is hereby terminated and revoked in full.

  • Any such letter of intent entered into during the Term shall be deemed a Tax Equity Investment, regardless of whether any other Tax Equity Transaction Documents are entered into with the applicable Specified Sponsor in relation thereto.

  • The plaintiff claimed that it had standing and was entitled to the insurance proceeds because the damage occurred before it entered into the real estate purchase agreement with the third party and because it had retained an interest in the damaged rental units as a result of its decision to exercise a leaseback provision in that agreement.

  • Any exception to the Tax Equity Investment Requirements in respect of a Tax Equity Investment will require the written approval of Parent, in its sole discretion, prior to the Parent Investor entering into any Tax Equity Transaction Documents or the execution of any term sheet or the like in relation thereto.

  • During the Term, GEV IA shall provide ongoing asset management services and operational support to Parent and the Parent Investors as set forth in Appendix G (a) for each Pre-Existing Investment and (b) for each Tax Equity Investment following the execution of the applicable Tax Equity Transaction Documents.


More Definitions of Tax Equity Transaction Documents

Tax Equity Transaction Documents means the “Transaction Documents” as defined in each Tax Equity MIPA.
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Tax Equity Transaction Documents means the “Transaction Documents” as defined in each Tax Equity MIPA. “Tax Proceeding” has the meaning set forth in Section 6.7(e).
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Tax Equity Transaction Documents means the agreements, instruments and other documents set forth onSchedule 9.5(iii) of the Company Disclosure Letter, as they may be amended from time to time;
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Tax Equity Transaction Documents means the agreements, instruments and other documents set forth on Schedule 9.5(iii) of the Company Disclosure Letter, as they may be amended from time to time;
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Related to Tax Equity Transaction Documents

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Acquisition Documents means the Acquisition Agreement, all other agreements to be entered into between or among the Acquired Company or its Affiliates and the Borrower or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Other Transaction Documents means the Transaction Documents other than this Agreement.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Transaction Documents means this Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Potential Co-Investment Transaction means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • Equity Documents means collectively the documents evidencing subscription to Equity to the extent of equity component of cost of the Project.

  • Related Party Transaction means any transaction directly or indirectly involving any Related Party which is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.