True-Up Liability definition

True-Up Liability means the Borrower’s liability to any Tax Equity Investor or Cash Equity Investor (as measured in Dollars) due to the overfunding by such Tax Equity Investor or Cash Equity Investor of its portion of the total purchase prices of Projects already Tranched, as set forth in the Borrower’s financial statements and as may be reduced from time to time by the Tranching of such Projects pursuant to the applicable Tax Equity Documents or Cash Equity Documents.

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True-Up Liability means Borrower’s liability to any Tax Equity Investor (as measured in Dollars) due to a reduction of fair market value of Projects already Tranched with such Tax Equity Investor, as set forth in the financial statements of the Borrower and its Subsidiaries (or, from and after the Sixteenth Amendment Effective Date, the financial statements of Tesla and its Subsidiaries) and as may be reduced from time to time by the Tranching of such Projects pursuant to the applicable Tax Equity Documents.”

True-Up Liability means the Deposit Liability.

Examples of True-Up Liability in a sentence

• Following the Closing, Purchaser shall prepare a schedule allocating the cash consideration and the Assumed Liabilities (including the amount of any Actual True-Up Liability as calculated pursuant to the terms of this Agreement) (together with any other relevant items) under Section 1060 of the Code among the Purchased Assets and the covenants (the “Allocation Schedule”) and shall deliver a draft Allocation Schedule to S2 as soon as practicable following the Closing Date for S2’s review and comment.

• Purchaser shall have the right to receive and review such supporting documentation or data as Purchaser may reasonably request relating thereto and to discuss them with S2; provided that the acceptance by Purchaser of the Estimated True-Up Liability at the Closing, or the consummation of the Closing, shall not limit or otherwise affect Purchaser’s rights under this Agreement, including pursuant to Section 9.2, or constitute an acknowledgment or agreement by Purchaser of the accuracy thereof.

• For the sake of clarity, Purchaser’s acceptance of S2’s calculation of the Estimated True-Up Liability is not a condition to Closing.

More Definitions of True-Up Liability

True-Up Liability means, with respect to any Tax Equity Investor or Investment Fund Subsidiary, the liability of the Borrower or a Subsidiary to such Tax Equity Investor or Investment Fund Subsidiary resulting from the reduction in the fair market value of Projects that have been Tranched to such Tax Equity Investor or Investment Fund Subsidiary. The True-Up Liability shall be determined at any time based on the amount thereof that is set forth in the financial statements of the Borrower and the Subsidiaries, the True-Up Liability may be reduced from time to time by the Tranching of additional Projects to Tax Equity Investors or Investment Fund Subsidiaries.

True-Up Liability means the Borrower’s liability to any Tax Equity Investor or Cash Equity Investor (as measured in Dollars) due to the overfunding by such Tax Equity Investor or Cash Equity Investor of its portion of the total purchase prices of Projects already Tranched, as set forth in the Borrower’s financial statements and as may be reduced from time to time by the Tranching of such Projects pursuant to the applicable Tax Equity Documents or Cash Equity Documents. “Type” means any type of Loan determined with respect to the interest option applicable thereto, which in each case shall be a Base Rate Loan or a Term SOFR Loan. “UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. “UCP” means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time). “Unadjusted Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) represented by such ▇▇▇▇▇▇’s Commitment at such time, subject to adjustment as provided in Sections 2.05, 2.14 and 2.

True-Up Liability means, with respect to any Tax Equity Investor, Cash Equity Equity, any Affiliate or the foregoing or an Investment Fund Subsidiary, the liability of the Borrower or a Subsidiary to such Tax Equity Investor, Cash Equity Equity, Affiliate or Investment Fund Subsidiary resulting from the reduction in the fair market value of Projects that have been Tranched to such Tax Equity Investor, Cash Equity Equity, Affiliate or Investment Fund Subsidiary. The True-Up Liability shall be determined at any time based on the amount thereof that is set forth in the financial statements of the Borrower and the Subsidiaries, the True-Up Liability may be reduced from time to time by the Tranching of additional Projects to Tax Equity Investors, Cash Equity Investors, any Affiliates of the foregoing or Investment Fund Subsidiaries.