PTCs. Seller shall bear all risks, financial and otherwise, associated with Seller’s or the Facility’s eligibility to receive PTCs. The Parties agree that the obligations of the Parties under this Agreement, including those obligations set forth in Section 5.1 regarding the purchase price for Net Output and the associated Renewable Energy Credits (if applicable), shall be effective regardless of whether the sale of energy from the Facility is eligible for, or receives, PTCs during the Term.
PTCs. If such Disposition would occur prior to the end of the PTC Period, such Disposition will not result in the disallowance of the PTCs otherwise accruing to the Company; provided, if the Minority of Class A Members delivers to the Company not later than five (5) Business Days prior to the effective date of the Disposition (which effective date is prior to the occurrence of the end of the PTC Period), a written opinion of a nationally recognized law firm that there is substantial authority that such Disposition would result in the disallowance of the PTCs otherwise accruing to the Company, such Disposition shall nevertheless not be effective.
PTCs. (a) The only physical work performed prior to January 1, 2016 with respect to the Project (or any other project on the Site), either on the Site or with respect to equipment that will be incorporated into the Project, is set forth on Schedule 4.16.
PTCs. If such Disposition would occur prior to the end of the PTC Period, such Disposition will not result in the disallowance or reduction of PTCs with respect to income of the Company or Subs from sales of power thereafter accruing to the Company.
PTCs. 1. PTC Amounts will be calculated on the basis of the Fixed Tax Assumptions, unless any Fixed Tax Assumption is incorrect as the result of the breach of a representation or covenant by the Class A Member in this Agreement or the Contribution Agreement. The Fixed Tax Assumptions will apply without regard to any changes in law and irrespective of any determination as to whether such assumptions were correct when made or whether any assumed or resulting tax treatment is allowable on or at any time after the Closing Date. In all other respects PTC Amounts for any taxable period will be calculated based on the amounts actually realized or deemed to be realized under subsection (B) below in accordance with the federal income tax accounting methods and tax elections actually used with respect to such period by the Company in the preparation of its federal income tax reports and returns, or as adjusted as a result of any amended return or federal income tax audit of the Company (other than any adjustments in an amended return or as a result of a federal income tax audit resulting in any change in the Fixed Tax Assumptions except to the extent the Fixed Tax Assumption is incorrect as the result of the breach of a representation or covenant by the Class A Member in this Agreement or the Contribution Agreement) and taking into account any change in the PTC reference price. Notwithstanding anything herein to the contrary, the calculation of PTC Amounts shall not take into account Section 199 of the Code.
PTCs. The Parties acknowledge and agree that Section 4.7 of the Operating Agreement shall be interpreted such that, with respect to any calendar year, Georgia Power will not be obligated to purchase PTCs from Oglethorpe in excess of the amount of PTCs earned in such calendar year as determined under Section 45J of the Internal Revenue Code (and, for the avoidance of doubt, such determination shall be made giving effect to the limitations set forth in Sections 45J(b) and 45J(c), as applicable). The Parties acknowledge and agree that Georgia Power is obligated to purchase one hundred percent (100%) of the PTCs that Oglethorpe elects to sell pursuant to Section 4.7 of the Operating Agreement (taking into account the foregoing sentence), and nothing in this Agreement shall be construed to limit Georgia Power’s obligation to purchase such PTCs (other than as set forth in the foregoing sentence), including in the event that Georgia Power has insufficient federal tax liability in any period to utilize such PTCs or any portion thereof. 2.4
PTCs. (A) PTC Amounts that are not consistent with the Fixed Tax Assumptions shall be recalculated for purposes of the Internal Rate of Return in a manner consistent with the Fixed Tax Assumptions, except to the extent that such inconsistency with the Fixed Tax Assumptions is the result of (1) the relevant Tax Return filed with the IRS by or for the Company being a Non-Conforming Return (as provided in Section 7.6(c)), (2) a change in the Code or Treasury Regulations promulgated thereunder that affect Fixed Tax Assumptions, or (3) the breach of any representations, warranties, or covenants by a Class A Member, the Managing Member, the Tax Matters Partner, or the Partnership Representative (in each case, as long as it is, or is an Affiliate of, a Class A Member) under this Agreement or the Contribution Agreement. PTC Amounts shall also be recalculated to include any credit that would have been realized by the Class B Member, but which is not so recognized as the result of the breach of the representations, warranties or covenants of a Class B Member in Sections 3.11 or 12.3(a) – (c) of this Agreement or of Sections 2.3 or 4.8 of the Contribution Agreement. For purposes of calculating and determining PTC Amounts, each Class B Member shall be treated as able to use immediately, subject to the same timing described in Section 7.11(c), and fully any PTC Amounts without regard to (X) whether the Class B Member has any income, gains, or tax liability against which it is permitted to offset such credits, (Y) any provision of Law limiting, restricting, deferring or disallowing such credit that is applicable to any Class B Member (as opposed to the Company), or (Z) a Company-level limitation, restriction, deferral or disallowance of such loss, deduction or credits that results from the breach of any representation, warranty or covenant of a Class B Member in this Agreement or the Contribution Agreement.
PTCs. Counterparty shall bear all risks, financial and otherwise throughout the Term, associated with Counterparty’s or the Facility’s eligibility to receive production tax credits (“PTCs”)or qualify for accelerated depreciation for Counterparty's accounting, reporting or tax purposes.
PTCs. Seller shall bear all risks, financial and otherwise throughout the Term, associated with Seller’s or the Facility’s eligibility to receive PTCs or qualify for accelerated depreciation for Seller's accounting, reporting or tax purposes. The obligations of the Parties hereunder, including those obligations set forth herein regarding the purchase and price for and Seller's obligation to deliver Net Output and Green Tags, shall be effective regardless of whether the sale of Output or Net Output from the Facility is eligible for, or receives, PTCs during the Term.
PTCs. Borrower shall be entitled to claim tax credits available under the PTCs from all WTGs comprising not less than two of the Projects (other than WTGs in an aggregate amount for all of the Projects equal to the lower of (i) no more than 10% of the WTGs allocated to each Project as of the Financial Closing Date (other than any Project that has been subject to a Removal under Section 6.20 of the Equity Capital Contribution Agreement) and (ii) twenty-two (22) WTGs) and unless a Total Term Loan Commitment Resizing that takes into account the inability to realize PTCs with respect to certain WTGs has occurred).
