Partnership Flip Structure definition
Partnership Flip Structure means a tax equity investment structure in which the Tax Equity Partnership or a subsidiary of such Tax Equity Partnership purchases Projects and takes assignment of Host Customer Agreements from Sunrun or any of its Subsidiaries pursuant to a purchase agreement. In a Partnership Flip Structure, the percentages at which cash is distributed to the members of such Tax Equity Partnership changes (or “flips”) upon fulfillment of specified conditions in the Organization Documents of such Tax Equity Partnership.
Partnership Flip Structure means a tax equity structure that conforms to the characteristics set forth in Part I of Appendix 11, as the same may be updated from time to time in accordance with this Agreement.
Partnership Flip Structure means a tax equity structure that conforms to the characteristics set forth in Partnership Flip Structure Characteristics and in which (i) a Seller or an Affiliate thereof sells or otherwise transfers Solar Assets to a limited liability company owned by a Tax Equity Investor and a Managing Member and (ii) the terms of the Equity Interests in such limited liability company (including with respect to distributions) change (or “flip”) upon the satisfaction of specified conditions in the Organizational Documents of such limited liability company (including the receipt by the Tax Equity Investor(s) that have made an investment in the Equity Interests in such company of a targeted rate of return on such investment or the occurrence of a specified date). For the avoidance of doubt, a Partnership Flip Structure may include a Pre-Tax Tax Equity Fund.
Examples of Partnership Flip Structure in a sentence
The proceeds of the Credit Extensions shall not be used to pay the purchase price or fees related to the purchase of the interests of a Tax Equity Investor in connection with Partnership Flip Structure, Sale-Leaseback Structure or Inverted Lease Structure.
The Borrower Subsidiary Party (i) has entered into only one tax equity transaction, namely the applicable Partnership Flip Structure, and has entered into no agreements other than the related Project Documents and (ii) owns no assets other than (x) its Equity Interests in the Subject Fund related to such Partnership Flip Structure as set forth on Appendix 2 and (y) its contractual rights arising from the Project Documents related to such Partnership Flip Structure.
Tax Equity Investor or a subsidiary of such Tax Equity Investor, as the investor member, and whose members are obligated to advance capital contributions to purchase PV Systems from Borrower in accordance with the Partnership Flip Structure.
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If the applicable Subject Fund is a Partnership Flip Structure or an Other Non-Financed Structure, the PV System is insured as specified under the applicable Project Documents and (ii) if the applicable Subject Fund is an Inverted Lease Structure or Partnership Lease Pass Through Structure, none of the Borrower, the Lessor or Lessor Partnership, as applicable, or SolarCity is aware of a breach of Lessee’s covenant to insure the PV System pursuant to the terms of the applicable Project Documents.
More Definitions of Partnership Flip Structure
Partnership Flip Structure means a tax equity investment structure in which the Tax Equity Partnership or a subsidiary of such Tax Equity Partnership purchases PV Systems and takes assignment of Host Customer Agreements from any Borrower or any of its Subsidiaries pursuant to a purchase agreement. In a Partnership Flip Structure, the membership interests in the Tax Equity Partnership changes (or “flips”) in respect to the members of such Tax Equity Partnership upon fulfillment of specified conditions in the Organization Documents of such Tax Equity Partnership, but in no event earlier than five years from the date of the purchase of the PV Systems and assignment of the Host Customer Agreements.
Partnership Flip Structure means a tax equity investment structure in which the Tax Equity Partnership or a subsidiary of such Tax Equity Investor purchases PV Systems and takes assignment of Host Customer Agreements from Borrower pursuant to a purchase agreement. In a Partnership Flip Structure, the membership interests in the Tax Equity Partnership to its members changes (or “flips”) upon fulfillment of specified conditions in the Organization Documents of such Tax Equity Partnership, but in any event, no earlier than five years from the date of the purchase of the PV Systems and assignment of the Host Customer Agreements. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Partnership Flip Structure means a tax equity investment structure in which (i) a Loan Party sells or otherwise transfers on Arm’s Length Terms a Tax Credit Eligible Project to a Tax Equity Partnership and (ii) the terms of the Equity Interests in such Tax Equity Partnership (including with respect to distributions) change (or “flip”) upon the satisfaction of specified conditions in the Organization Documents of such Tax Equity Partnership (including the receipt by the Tax Equity Investor(s) that have made an investment in the Equity Interests in such Tax Equity Partnership of a targeted rate of return on such investment).
Partnership Flip Structure means a tax equity structure that conforms to the characteristics set forth in Partnership Flip Structure Characteristics and in which (i) a Seller or an Affiliate thereof sells or otherwise transfers Solar Assets to a limited liability company owned by a Tax Equity Investor and a Managing Member and (ii) the terms of the Equity Interests in such limited liability company (including with respect to distributions) change (or “flip”) upon the satisfaction of specified conditions in the Organizational Documents of such limited liability company (including the receipt by the Tax Equity Investor(s) that have made an investment in the Equity Interests in such company of a targeted rate of return on such investment or the occurrence of a specified date). For the avoidance of doubt, a Partnership Flip Structure may include a Pre- Tax Tax Equity Fund. “Partnership Flip Structure Characteristics” means the criteria set forth on Schedule IV hereto. “Parts” means components of a PV System. “Patriot Act” has the meaning set forth in Section 10.18. “Paying Agent” has the meaning set forth in the Preamble. “Paying Agent Accounts” has the meaning set forth in Section 8.2(A)(vii). “Paying Agent Fee” means, for each Payment Date (in accordance with and subject to Section 2.7(B)), an amount equal to $[***]. “Payment Date” means the last day of the calendar month immediately following each Quarterly Date, or, if such day is not a Business Day, the next succeeding Business Day, commencing on August 2, 2021.
Partnership Flip Structure means a tax equity investment structure in which the Tax Equity Partnership or a subsidiary of such Tax Equity Partnership purchases Projects and takes assignment of Host Customer Agreements from Sunrun or any of its Subsidiaries pursuant to a purchase agreement. In a Partnership Flip Structure, the percentages at which cash is distributed to the members of such Tax Equity Partnership changes (or “flips”) upon fulfillment of specified conditions in the Organization Documents of such Tax Equity Partnership. “PATRIOT Act” has the meaning specified in Section 5.28. “Payment Recipient” has the meaning assigned to it in Section 9.13(a). “Payment Services Agreement” means any Payment Services Agreement between any Loan Party and any Payment Services Bank. “Payment Services Bank” means any Person in its capacity as a party to a Payment Services Agreement in connection with a Supply Chain Financing, that, (a) at the time it enters into a Payment Services Agreement with a Loan Party, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Payment Services Agreement with a Loan Party, in each case in its capacity as a party to such Payment Services Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender). “PBGC” means the Pension Benefit Guaranty Corporation. “Pension Act” means the Pension Protection Act of 2006, as amended. “Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. “Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code. “Permit” means any action, approval, consent, certificate, notice, filing, registration, waiver, exemption, variance, franchise, order, permit, authorization, right or license with, by, of or from a Governmental Authority. “Permitted Acquisition” means (x) any Acquisition of Permitted Assets or of any Person substantially all of whose direct or indirect assets are Permitted Assets or (y)
Partnership Flip Structure means a tax equity structure that conforms to the characteristics set forth in Part I of Appendix 8. Each Subject Fund that is structured as a Partnership Flip Structure is listed on Appendix 2. Shortfin Credit Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Partnership Flip Structure means a tax equity investment structure in which the Tax Equity Partnership or a subsidiary of such Tax Equity Partnership purchases Projects and takes assignment of Host Customer Agreements from Sunrun or any of its Subsidiaries pursuant to a purchase agreement. In a Partnership Flip Structure, the percentages at which cash is distributed to the members of such Tax Equity Partnership changes (or “flips”) upon fulfillment of specified conditions in the Organization Documents of such Tax Equity Partnership. “PATRIOT Act” has the meaning specified in Section 5.28. “Payment Recipient” has the meaning assigned to it in Section 9.13(a). “Payment Services Agreement” means any Payment Services Agreement between any Loan Party and any Payment Services Bank. “Payment Services Bank” means any Person in its capacity as a party to a Payment Services Agreement in connection with a Supply Chain Financing, that, (a) at the time it enters into a Payment Services Agreement with a Loan Party, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Payment Services Agreement with a Loan Party, in each case in its capacity as a party to such Payment Services Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender). “PBGC” means the Pension Benefit Guaranty Corporation. “Pension Act” means the Pension Protection Act of 2006, as amended. “Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. “Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code. “Permit” means any action, approval, consent, certificate, notice, filing, registration, waiver, exemption, variance, franchise, order, permit, authorization, right or license with, by, of or from a Governmental Authority. “Permitted Acquisition” means (x) any Acquisition of Permitted Assets or of any Person substantially all of whose direct or indirect assets are Permitted Assets or (y)