Tax Loss Indemnity means a Managing Member’s obligation, pursuant to the terms of the related Financing Fund LLCA, to pay the related Tax Equity Investor the amount of any Tax Loss, reduced by any Tax Savings and grossed up for any U.S. federal interest, penalties, fines or additions to tax payable by a Managing Member or the related Tax Equity Investor (or their respective affiliates) as a result thereof and for the net amount of any additional U.S. federal income taxes payable by a Managing Member or the related Tax Equity Investor (or their respective affiliates) as a result of including any Tax Loss Indemnity payment in its income, in each case as a result of the breach or inaccuracy of certain representations, warranties and covenants of a Managing Member set forth in such Financing Fund LLCA or the failure by Managing Member to comply with applicable law in connection with its acts or omissions pursuant to, or the performance of any covenant or obligation under, such Financing Fund LLCA.
Tax Loss Indemnity means the obligation of Sunnova Energy or its Affiliate (including certain Managing Members), pursuant to the terms of a Master Purchase Agreement Financing Fund LLC Agreement or other Financing Fund Document, to pay, indemnify or reimburse the related Financing Fund or Tax Equity Investor Member, or related Persons the amount of any Tax Loss, reduced by any Tax Savings and grossed-up for any U.S. federal interest, penalties, fines or additions to tax payable by a related Financing Fund Member (or its affiliate) as a result thereof and for the net amount of any additional U.S. federal income taxes payable by a related Financing Fund Member (or its Affiliate or related Persons) as a result of including any Tax Loss Indemnity payment in its income and to defend and hold harmless any such Person with respect to a Tax Loss Claim, in each case as a result of the breach or inaccuracy of certain representations, warranties and covenants of Sunnova Energy or its Affiliate set forth in the applicable Master Purchase Agreement.
Tax Loss Indemnity means, with respect to any Subject Fund, any obligation of SolarCity to indemnify the applicable Subject Fund, Investor or Lessor for any Tax Loss in accordance with the applicable Project Documents of such Subject Fund.
More Definitions of Tax Loss Indemnity
Tax Loss Indemnity means a Managing Member’s obligation, pursuant to the terms of the related Financing Fund LLCA, to pay the related Tax Equity Investor the amount of any Tax Loss, or to contribute the amount of any Tax Loss owed by the Financing Fund to an ITC Buyer pursuant to an ITC Transfer Agreement, in each case, as a result of the breach or inaccuracy of certain representations, warranties and covenants of a Managing Member set forth in such Financing Fund LLCA or the failure by Managing Member to comply with applicable law in connection with its acts or omissions pursuant to, or the performance of any covenant or obligation under, such Financing Fund LLCA.
Tax Loss Indemnity means, with respect to any Subject Fund, any obligation of the applicable Managing Member or its assignees to indemnify such Subject Fund or the applicable Investor for any Tax Loss due to a determination that the eligible basis of the photovoltaic systems of such Subject Fund (as defined in clause (i) of the definition of System) is less than fair market value pursuant to the terms of the applicable Project Document of such Subject Fund.
Tax Loss Indemnity means a Managing Member’s obligation, pursuant to the terms of the related Financing Fund LLCA, to pay the related Tax Equity Investor the amount of any Tax Loss, reduced by any Tax Savings and grossed up for any U.S. federal interest, penalties, fines or additionsor to tax payable by a Managing Member or the related Tax Equity Investor (or their respective affiliates) as a result thereof and for the net amount of any additional U.S. federal income taxes payable by a Managing Member or the related Tax Equity Investor (or their respective affiliates) as a result of including any Tax Loss Indemnity payment in its incomecontribute the amount of any Tax Loss owed by the Financing Fund to an ITC Buyer pursuant to an ITC Transfer Agreement, in each case, as a result of the breach or inaccuracy of certain representations, warranties and covenants of a Managing Member set forth in such Financing Fund LLCA or the failure by Managing Member to comply with applicable law in connection with its acts or omissions pursuant to, or the performance of any covenant or obligation under, such Financing Fund LLCA.
Tax Loss Indemnity means, with respect to any Subject Fund, any obligation of SolarCity or the Limited Guarantor, as the case may be, to indemnify the applicable Subject Fund, Investor or Lessor for any Tax Loss in accordance with the applicable Project Documents of such Subject Fund.