Tracking Model definition

Tracking Model means the Base Case Model updated to reflect actual results of the Company, but with the assumptions and conventions in Section 6.5 of the Company LLC Agreement remaining unchanged.

Tracking Model means a computer model in the form of the Base Case Model that reflects actual results of the Company using the calculation conventions in Section 6.5, but with each of the Fixed Tax Assumptions remaining unchanged (except to the extent a Fixed Tax Assumption is incorrect due to a breach of a representation or covenant by Sponsor, any Class B Member, Managing Member or any of their Affiliates in the Transaction Documents).

Tracking Model means, with respect to an IRR Partnership Flip Fund, “Tracking Model” or any similar term, as such term is defined in the Limited Liability Company Agreement of the applicable Partnership Flip Opco.

Examples of Tracking Model in a sentence

• The Managing Member will calculate at least annually whether the Class B Member has reached the Target IRR and will send the Class B Member, within 120 days after the end of each Fiscal Year in which the Target IRR was not achieved, a report in the form of the Tracking Model showing where it believes the Class B Member is in relation to the Target IRR.

• The notice will include the Tracking Model showing the Managing Member’s calculations and, in the case of a notice delivered in connection with a liquidation, the allocations and distributions that the Managing Member proposes to make to the Class B Member under Section 10.2 in light of the calculations.

• Attached hereto (a) as Exhibit A is the updated Aggregate Tracking Model, (b) as Exhibit B is the Fund Base Case Model, (c) as Exhibit C is the updated Annual Budget, (d) as Exhibit D is the Fund Credit Profile and (e) as Exhibit E is the Form of Officer’s Certificate, in each case reflecting the Approved Acquisition.

• Such Class A Member and the Manager shall submit the Aggregate Tracking Model, the proposed Tax Return and pertinent information, books and records, as applicable, and all other data necessary for the Independent Expert to make his determination, including any additional data requested by the Independent Expert.

• At the request of Borrower , subject to the satisfaction of the conditions set forth in Article III below, the Administrative Agent and each Lender party hereto hereby waives the obligation of the Borrower, in accordance with the requirements under Section 7.01(c) of the Credit Agreement, to deliver an Annual Tracking Model for the 2014 fiscal year in respect of Owner XVII and Owner XVIII (collectively, the “Waiver”).

More Definitions of Tracking Model

Tracking Model means, with respect to an IRR Partnership Flip Fund, “Tracking Model” or any similar term, as such term is defined in the Limited Liability Company Agreement of the applicable IRR Partnership Flip Opco.

Tracking Model means the Base Case Model, as adjusted from time to time to account for actual performance except as provided in Section 7.11.

Tracking Model has, in respect of a Partnership Flip Tax Equity Opco, the meaning given to such term in the Limited Liability Company Agreement for such Partnership Flip Tax Equity Opco.

Tracking Model means the Base Case Model updated to reflect actual results of the Company, but with both Fixed Tax Assumptions (unless they are incorrect as a result of breach of a representation or covenant by the Class A Member) and the assumptions and conventions in Section 6.6 of the Company LLC Agreement remaining unchanged (unless they change as a result of a breach of a representation or a covenant by the Class A Member).

Tracking Model has the meaning set forth in Section 5.06(a)(ii).

Tracking Model means the Base Case Model, as adjusted from time to time to account for actual performance except as provided in Section 7.11. “Transaction Documents” means this Agreement, the Contribution Agreement, the Management Services Agreement, the O&M Agreements, the Side Letter and each of the other documents required to be delivered on the Closing Date, individually and collectively. “Transfer” has the meaning set forth in Section 9.1. “Treasury Regulations” means the regulations promulgated under the Code, as such regulations are in effect on the date hereof or as otherwise contemplated by Section 5.2. “Trigger Event” means either of the OFC Senior Notes Trigger Event or the OrCal Senior Notes Trigger Event. “UCC” means the Uniform Commercial Code of any applicable jurisdiction. “Unrelated Persons” means a Person that is not “related”, within the meaning of Section 45(e)(4) of Code, to any Person to whom any of the Project Companies sells electricity during the period the Company is entitled to PTCs on such electricity. “Working Capital Loan” has the meaning given to such term in Section 4.5. A - 1 - 18 Schedule 1.A Portfolio Companies [ ] Schedule 1.B Portfolio Subsidiaries (Project Companies and Projects) [ ] Schedule 4.2(d) Capital Accounts [ ] Schedule 4.3(b) PTC Schedule [ ] Schedule 8.5 Insurance [ ] Schedule 9 Transfer Representations and Warranties [ ] Exhibit A Base Case Model See attached. Exhibit B Form of Certificate for Class A Membership Interest THE INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. ACCORDINGLY, SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH SUCH ACT AND SUCH STATE SECURITIES LAWS, AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT AND SUCH STATE SECURITIES LAWS WILL RESULT FROM ANY PROPOSED SALE, TRANSFER OR OTHER DISPOSITION OF SUCH INTERESTS. THIS CERTIFICATE EVIDENCES AN INTEREST IN ORTP, LLC AND SHALL BE A SECURITY FOR THE PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK. No. [ ] Class A Membership Interests

Tracking Model shall have, as the context requires, the meaning given to the term “Tracking Model” in (a) the Limited Liability Company Agreement for Fund XVIII or (b) the Master Lease Agreement.