MIPSA definition

MIPSA means the Membership Interest purchase and sale agreement pursuant to which the Company, through its wholly-owned subsidiary, acquired the Membership Interest in exchange for Cash Purchase Price and the Nevada Consideration Shares;

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MIPSA shall have the meaning set forth in the recitals to this Agreement.

MIPSA means the Membership Interest Purchase and Sale Agreement dated as of September 29, 2011 among Seller, NextEra Member and First Solar Development, Inc., as updated by the Desert Sunlight MIPSA Purchase Price Adjustment Letter, dated as of April 27, 2012 from First Solar Development, Inc. and accepted and agreed by Seller and NextEra Member, as partially assigned by Seller to Sumitomo Member, pursuant to the Assignment and Assumption Agreement, dated as of September 27, 2012, by and among Seller and Sumitomo Member.

Examples of MIPSA in a sentence

The fair market value of the Capital Contributions was equal to each of the Members’ respective payments to FS Development under the MIPSA (i.e., the NextEra Member of the NextEra Purchase Price, as defined in the MIPSA, and EFS Desert Sun of the GE Purchase Price, as defined in the MIPSA).
The full amount of all such payments that were made in accordance with the MIPSA are referred to as the “Initial Capital Contributions”.
This letter agreement shall in no way be considered, nor is it intended to be, a waiver by any party hereto of any condition precedent to its obligation to perform under the MIPSA.
For clarification, this Section 15.4 is not meant to encompass any rights that the Members may have under the MIPSA, the Transfer Agreement, the Assignment Agreement and the agreements related thereto, all of which shall survive in accordance with their terms.
In the event of any inconsistency between the MIPSA and this letter agreement, the provisions set forth herein shall prevail.
This Agreement, the MIPSA, the Investment Agreement, the Cash Grant Recapture Indemnity Agreements, the Cash Grant Letter Agreement and the Equity Contribution Agreements constitute the complete and exclusive statement of the agreement among the Members as of the date hereof relating to their rights as a Member.
For clarification, the prior sentence is not meant to encompass any rights that the Members may have under the MIPSA, the Transfer Agreement, the Assignment Agreement and the agreements related thereto, all of which shall survive in accordance with their terms.
Subject only to the amendments, modifications or stipulations herein contained, the terms, conditions, stipulations and provisions of the MIPSA shall remain valid and binding on the parties thereto.
Buyer acknowledges that Seller has completed the matters described in Sections 7.15(a)-(d) and items 1, 2, and 4-6 on Schedule 7.15(e) of the 60% MIPSA.
Except for the Required Permits described in the SHEP I MIPSA, the Company and Seller have all material licenses, orders, franchises, registrations and permits of all Governmental Entities required to permit the operation of the Properties as presently operated (the “Required Permits”) and each is in full force and effect.

More Definitions of MIPSA

MIPSA shall have the meaning set forth in the definition of “Acquisition Agreement”.

MIPSA means Membership Interest Purchase and Sale Agreement, dated as of December 6, 2011 and as amended by Amendment No. 1, by and between the Pledgor and First Solar Development, Inc.

MIPSA shall have the meaning set forth in the Recitals to this Agreement. “Net Profit” or “Net Loss” shall mean, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

MIPSA has the meaning set forth in the Recitals.