Cash Grant. The payment of the Cash Grant shall credit against the first $5 million of payments owed by AAC to AFGI in the aggregate with respect to any Taxable Period under each of NOL Usage Tier A, NOL Usage Tier B and NOL Usage Tier C in clauses 3(c)(i), (ii) or (iii), provided that the sum of credits for all tiers shall not exceed $15 million.
Cash Grant. The Company shall deliver to each of the Holders promptly, any notice, demand or other written communication delivered to the Company or any Affiliate thereof (if the Company has a copy thereof) by the U.S. Department of the Treasury or other Governmental Authority with respect to the Cash Grant and/or any Recapture Liabilities.
Cash Grant. From and after (a) the Second Equity Capital Contribution and (b) the contribution of the proceeds of the Initial Equity Capital Contribution and the Second Equity Capital Contribution in accordance with Section 7.a, and notwithstanding anything else in this Agreement or the Credit Documents (including the Pledge Agreement and the Security Agreement) to the contrary and notwithstanding whether any Bankruptcy Event has occurred with respect to Borrower, Company or any other Milford Entity: (1) Collateral Agent agrees solely for the benefit of Investor, that Collateral Agent shall not, and shall cause each other Secured Party to not exercise any of its remedies under the Pledge Agreement and the Security Agreement with respect to the Cash Grant, including without limitation seizing or holding the Cash Grant or preventing the distribution of the Cash Grant to Investor, whether or not the Cash Grant is deposited in any Account or is commingled with any other cash of Borrower, Company or any other Milford Entity and (2) to the extent that Collateral Agent or any of the Secured Parties are in control of Borrower or any Bankruptcy Event has occurred with respect to Borrower, Company or any Milford Entity, Collateral Agent agrees for itself and on behalf of the Secured Parties to use all commercially reasonable efforts to cause the Cash Grant to be distributed to Investor, including without limitation, proposing or consenting to an order to the use of cash collateral for the purpose of making the distribution of the Cash Grant to Investor.
Cash Grant. Borrower shall use its commercially reasonable efforts to diligently pursue an application for the Cash Grant.
Cash Grant. The Company shall properly complete and file the Cash Grant application as soon as reasonably possible after the Placed in Service Date (as defined in the Cash Grant Guidance) and shall take all commercially reasonable actions necessary or useful (including, if applicable, enforcement of the applicable provisions of the EPC Contract against Ormat) to ensure receipt of Cash Grant Proceeds in the full amount requested in such Cash Grant application. The Company shall promptly provide to Ormat a copy of the filed Cash Grant application. The Company shall request that the U.S. Department of the Treasury (or other applicable Governmental Authority that actually pays the Cash Grant Proceeds) deliver the Cash Grant Proceeds to the Depositary for deposit into the Prepayment Account. The Company hereby appoints Ormat as the Company’s attorney-in-fact with full power of substitution, which appointment is coupled with an interest and is irrevocable prior to the full, final and indefeasible payment and performance of the Secured Obligations, in the Company’s name or in Ormat’s name to file, but only in the event that (i) as a result of the exercise of its remedies under and in compliance with the terms of the Security Documents, Ormat is then the owner of the Project (directly or through ownership of the Capital Stock of the Company) or (ii) the Company has failed to file the Cash Grant application within thirty (30) days after the Placed in Service Date, to file any and all applications in connection with the Cash Grant.
Cash Grant. As of the Effective Date and thereafter until the expiration of the Recapture Period, (i) neither the Company nor any direct or indirect owner of the Company or any holder of an equity or profits interest in the Company (other than any such direct or indirect owner that is a direct or indirect owner solely as a result of owning equity interests in an entity that is treated as a C corporation for federal income tax purposes) will become a Disqualified Person and (ii) the Company shall not cause or permit any other action or omission that would cause a Cash Grant to be recaptured.
Cash Grant. Each Member represents to each other Member and the Company that it is not a Cash Grant Disqualified Person and it shall not, and shall cause its Affiliates not to, take any action that results in such Member becoming a Cash Grant Disqualified Person during the Recapture Period. Furthermore, each Member hereby covenants to the Company and each other Member that it shall not claim any tax credit under Section 48 of the Code in respect of either of the Projects unless and until this Agreement is amended to permit the Members to make such election pursuant to Section 10.8.3 hereof.
Cash Grant. In the event the Cash Grant is denied or is not otherwise available, the Members agree to cause the Company to elect to receive the investment tax credit under Code Section 48 in lieu of the Cash Grant. In connection with an election to receive the investment tax credit, the Members agree to negotiate in good faith and execute appropriate amendments to this Agreement, enter into any additional agreements and take all such additional actions as may be reasonably necessary to give effect to such election.
Cash Grant. The factual information and the representations of the Issuer set forth in the Cash Grant Application are true, correct and complete in all material respects. The Issuer received a Cash Grant in the amount of $10,650,000 in November 2012 and an additional Cash Grant in the amount of $1,050,000 in March 2013. A portion of the Cash Grant proceeds was applied to repay in full the Issuer’s Cash Grant bridge loan provided by Ares Capital Corporation. No Federal tax credit under Section 45 or Section 48 of the Code has been claimed with respect to any assets comprising the Project.
Cash Grant. Seller shall have the right to terminate this Agreement at any time before January 1, 2013 if Seller reasonably determines that, despite diligent efforts, it will be unable to obtain the Cash Grant.
