Transfer Closing. Each Transfer Closing (and ▇▇▇▇▇’s obligation to make the payments set forth in Section 2.02(c) with respect to such Transfer Closing) shall take place electronically by electronic transmission of all Transfer Closing Documents in portable “pdf” form and release of the signatures thereon by email or on teleconference or videoconference on the Transfer Closing Date, subject to the fulfillment of the following conditions: (i) The following conditions shall have been satisfied to the satisfaction of, or waived by, ▇▇▇▇▇ (the “Buyer Transfer Conditions”): (A) all representations and warranties of each Sponsor Entity in any Transaction Document to which it is a party that are required to be true and correct as of such Transfer Closing shall be true and correct; (B) Buyer shall have received from Seller the Production Report applicable to such Production Period, together with any supporting documentation reasonably requested by ▇▇▇▇▇; (C) at the initial Transfer Closing, to the extent available, Seller’s Registration Numbers for the Production Facilities and the Tax Credits to be transferred in the applicable Contract Year, and at the final Transfer Closing for the 2023 Contract Year, to the extent available, evidence that Seller’s Registration Numbers for the Production Facilities have been renewed for the Tax Credits to be transferred in the 2024 Contract Year; (D) a Quarterly Transfer Certificate executed by Seller, which will, along with the other Quarterly Transfer Certificates for Tax Credits generated in a Calendar Year, at the Transfer Closing for the last Production Period in a Calendar Year, be compiled into a draft of the Transfer Election Statement for such Calendar Year, each of which shall be provided to Buyer at least ten (10) Business Days prior to the expected Transfer Closing; (E) Buyer shall have received from Seller (a) any fully-executed Material Project Document not previously been made available to Buyer; and (b) copies of any material Permits not previously made available to Buyer; (F) at each Transfer Closing with respect to the first Production Period of each Calendar Year, receipt by ▇▇▇▇▇ from Seller of a draft Transfer Election Statement for the previous Contract Year’s Committed Tax Credits transferred hereunder; (G) at the first Transfer Closing on or after Seller’s federal income Tax Return has been filed for 2023, evidence of such Tax Return filing along with evidence of the Transfer Election Statement filing for the Committed Tax Credits transferred hereunder for 2023; (H) to the extent that the Transfer Election Statement(s) is permitted to be filed in advance of Seller’s federal income Tax Return, at the first Transfer Closing following such filing, evidence of such filing; (I) there has been no change or proposed change in the Code, any applicable Treasury Regulation or any controlling guidance, interpretation or rule regarding the same that could reasonably be expected to materially adversely affect (i) the availability, timing, or amount of Tax Credits to be transferred; (ii) Seller’s ability to transfer all or a portion of the Tax Credits; (iii) Buyer’s ability to be a transferee of the Tax Credits; (iv) the terms or requirements imposed on Buyer as a transferee of the Tax Credits; or (v) Buyer’s legal ability to use any of the Tax Credits (as opposed to Buyer’s capacity for utilization of the Tax Credits). (J) all fees and expenses due to date pursuant to Section 12.07 shall have been paid or will be paid simultaneously as of the Effective Date by Seller; and (▇) ▇▇▇▇▇ has received copies of all requested searches no earlier than fifteen (15) Business Days prior to the Transfer Closing Date of financing statements of public record and of judgment, litigation and tax lien records that relate or pertain to any Sponsor Entity. (ii) The following conditions shall have been satisfied to the satisfaction of, or waived by, Seller (the “Seller Transfer Conditions”): (A) receipt by Seller from Buyer of countersigned Quarterly Transfer Certificate(s) executed by ▇▇▇▇▇; and (B) Buyer shall have paid all amounts required pursuant to Section 2.02(c) for the applicable Transfer Closing Date. (iii) Notwithstanding anything to the contrary contained herein, the Transfer Closing Date for Tax Credits generated in a Production Period may not occur later than the earlier of (i) Seller’s Tax Return deadline (including any extensions) for the tax year that includes such Production Period and (ii) the date on which Seller actually files its Tax Return for such tax year.
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Transfer Closing. Each Transfer Closing (and ▇▇▇▇▇’s obligation to make the payments set forth in Section 2.02(c) with respect to such Transfer Closing) shall take place electronically by electronic transmission of all Transfer Closing Documents in portable “pdf” form and release of the signatures thereon by email or on teleconference or videoconference on the Transfer Closing Date, subject to the fulfillment of the following conditions:
(i) The following conditions shall have been satisfied to the satisfaction of, or waived by, ▇▇▇▇▇ (the “Buyer Transfer Conditions”):
(A) all representations and warranties of each Sponsor Entity in any Transaction Document to which it is a party that are required to be true and correct as of such Transfer Closing shall be true and correct;
(B) Buyer shall have received from Seller the Production Report applicable to such Production Period, together with any supporting documentation reasonably requested by ▇▇▇▇▇;
(C) at the initial Transfer Closing, to the extent available, Seller’s Registration Numbers for the Production Facilities and the Tax Credits to be transferred in the applicable Contract Year, and at the final Transfer Closing for the 2023 Contract Year, to the extent available, evidence that Seller’s Registration Numbers for the Production Facilities have been renewed for the Tax Credits to be transferred in the 2024 Contract Year;
(D) a Quarterly Transfer Certificate executed by Seller, which will, along with the other Quarterly Transfer Certificates for Tax Credits generated in a Calendar Year, at the Transfer Closing for the last Production Period in a Calendar Year, be compiled into a draft of the Transfer Election Statement for such Calendar Year, each of which shall be provided to Buyer at least ten (10) Business Days prior to the expected Transfer Closing;
(D) (i) at the first Transfer Closing, evidence that Seller’s Registration Numbers for the Production Facilities have been renewed for the Tax Credits to be transferred in the 2025 Contract Year and (ii) at the first Transfer Closing in respect of the 2026 Contract Year, evidence that Seller’s Registration Numbers for the Production Facilities have been renewed for the Tax Credits to be transferred in the 2026 Contract Year; provided, that if the IRS has not yet opened the registration portal as of the dates provided in (i) or (ii), such evidence will be provided as of the first Transfer Closing following the opening of the registration portal for such Contract Year;
(E) Buyer shall have received from Seller (a) any fully-executed Material Project Document not previously been made available to Buyer; and (b) copies of any material Permits not previously made available to Buyer;
(F) at each Transfer Closing with respect to the first Production Period of each Calendar Year, receipt by ▇▇▇▇▇ from Seller of a draft Transfer Election Statement for the previous Contract Year’s Committed Tax Credits transferred hereunder;
(G) if applicable, at the first Transfer Closing on or after Seller’s federal income Tax Return has been filed for 20232025, evidence of such Tax Return filing along with evidence of the Transfer Election Statement filing for the Committed Tax Credits transferred hereunder for 20232025;
(H) to the extent that the Transfer Election Statement(s) is permitted to be filed in advance of Seller’s federal income Tax Return, at the first Transfer Closing following such filing, evidence of such filing;
(I) there has been no change or proposed change in the Code, any applicable Treasury Regulation or any controlling guidance, interpretation or rule regarding the same that could reasonably be expected to materially adversely affect (i) the availability, timing, or amount of Tax Credits to be transferred; (ii) Seller’s ability to transfer all or a portion of the Tax Credits; (iii) Buyer’s ability to be a transferee of the Tax Credits; (iv) the terms or requirements imposed on Buyer as a transferee of the Tax Credits; or (v) Buyer’s legal ability to use any of the Tax Credits (as opposed to Buyer’s capacity for utilization of the Tax Credits).;
(J) all fees and expenses due to date pursuant to Section 12.07 shall have been paid or will be paid simultaneously as of the Effective Transfer Closing Date by Seller; and
(▇) ▇▇▇▇▇ has received copies of all requested searches no earlier than fifteen (15) Business Days prior to the Transfer Closing Date of financing statements of public record and of judgment, litigation and tax lien records that relate or pertain to any Sponsor Entity.
(ii) The following conditions shall have been satisfied to the satisfaction of, or waived by, Seller (the “Seller Transfer Conditions”):
(A) receipt by Seller from Buyer of countersigned Quarterly Transfer Certificate(s) executed by ▇▇▇▇▇; and
(B) Buyer shall have paid all amounts required pursuant to Section 2.02(c) for the applicable Transfer Closing Date.
(iii) Notwithstanding anything to the contrary contained herein, the Transfer Closing Date for Tax Credits generated in a Production Period may not occur later than the earlier of (i) Seller’s Tax Return deadline (including any extensions) for the tax year that includes such Production Period and (ii) the date on which Seller actually files its Tax Return for such tax year.
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