Refinancing Gain means an amount equal to the greater of zero and [(A – B) – C], where: A = the Net Present Value of Distributions (calculated on an after tax basis at the level of Project Co in a manner consistent with the Financial Model) immediately prior to the Refinancing (taking into account all effects (including the costs and expenses of the Authority pursuant to Section 5.8 of the Agreement) of the Refinancing and using the Financial Model as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made over the remaining term of this Agreement following the Refinancing; B = the Net Present Value of Distributions (calculated on an after tax basis at the level of Project Co in a manner consistent with the Financial Model) projected immediately prior to the Refinancing (but taking into account only those effects of the Refinancing that were fully reflected in the Financial Model as of the Effective Date and no other effects (including the costs and expenses of the Authority pursuant to Section 5.8 of the Agreement) of the Refinancing, and using the Financial Model as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made over the remaining term of this Agreement following the Refinancing; and C = any adjustment required to raise the Pre-Refinancing Equity IRR to the Threshold Equity IRR calculated as a single payment to be paid as a Distribution on the date of the Refinancing;
Refinancing Gain means an amount equal to the greater of zero and [(A - B) - C], where: A = the Net Present Value of the Distributions projected immediately prior to the Refinancing (taking into account the effect (including the costs of and the Authority’s expenses pursuant to Section 5.8) of the Refinancing and using the Financial Model as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made over the remaining term of this Agreement following the Refinancing; B = the Net Present Value of the Distributions projected immediately prior to the Refinancing (but without taking into account the effect (including the costs of and the Authority’s expenses pursuant to Section 5.8) of the Refinancing and using the Financial Model as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made over the remaining term of this Agreement following the Refinancing; and C = any adjustment required to raise the Pre-Refinancing Equity IRR to the Threshold Equity IRR calculated as a single payment to be paid as a Distribution on the date of the Refinancing;
Refinancing Gain means in relation to any Refinancing (other than an Exempt Refinancing), an amount equal to the greater of nil and [(A - B) - C], where:
Examples of Refinancing Gain in a sentence
The mechanism and process to be used to calculate and apportion such gain will be substantially similar to that used to calculate a Refinancing Gain under the Project Agreement.
The Refinancing Gain will be calculated after taking into account the reasonable and proper professional costs that Project Co directly incurs in relation to the Refinancing and, if applicable, the Authority’s costs that Project Co pays pursuant to Section 5.8. If the Authority and Project Co are unable to agree on the basis and method of calculation of the Refinancing Gain or the payment of the Authority’s share, the Dispute will be determined in accordance with the Dispute Resolution Procedure.
The Authority shall (before, during and at any time after any Refinancing) have unrestricted rights of audit over any financial model and documentation (including any aspect of the calculation of the Refinancing Gain) used in connection with that Refinancing whether the Refinancing is a Qualifying Refinancing or not.
The Authority will be entitled to receive a 50% share of any Refinancing Gain arising from a Qualifying Refinancing.
The Authority will have unrestricted rights of audit at any time (whether before or after the applicable event) over any proposed Financial Model, books, records and other documentation (including any aspect of the calculation of any Refinancing Gain) used in connection with any Refinancing or any other matter for which Project Co requires consent from the Authority under this Section 5.
More Definitions of Refinancing Gain
Refinancing Gain means an amount equal to the greater of zero and [(A – B) – C], where: A = the Net Present Value of the Distributions projected immediately prior to the Refinancing (taking into account the effect of the Refinancing using the Financial Model as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made to each Relevant Person over the remaining term of this Agreement following the Refinancing; B = the Net Present Value of the Distributions projected immediately prior to the Refinancing (but without taking into account the effect of the Refinancing and using the Financial Model as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made to each Relevant Person over the remaining term of this Agreement following the Refinancing; and C = any adjustment required to raise the Pre-Refinancing Equity IRR to the Threshold Equity IRR;
Refinancing Gain means an amount equal to the greater of zero and [(A – B) – C], where: A = the Net Present Value of the Distributions projected immediately prior to the Refinancing (taking into account the effect of the Refinancing and using the Base Case as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made to each Relevant Person over the remaining term of the Agreement following the Refinancing; B = the Net Present Value of the Distributions projected immediately prior to the Refinancing (but without taking into account the effect of the Refinancing and using the Base Case as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made to each Relevant Person over the remaining term of the Agreement following the Refinancing; and C = any adjustment required to raise the Pre Refinancing Equity IRR to the Threshold Equity IRR;
Refinancing Gain means an amount equal to the greater of zero and {(A-B)-C}, where: A = the net present value using the Base Case Equity IRR as the discounting rate of the Distributions projected immediately prior to the Refinancing (taking into account the effect of the Refinancing and using the Financial Model as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made over the remaining term of this Agreement following the Refinancing; B = the net present value using the Base Case Equity IRR as the discounting rate of the Distributions projected immediately prior to the Refinancing (but without taking into account the effect of the Refinancing and using the Financial Model as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made over the remaining term of this Agreement following the Refinancing; and C = any adjustment required to raise the Pre-Refinancing Equity IRR to the Base Case Equity IRR.
Refinancing Gain means an amount equal to the greater of zero and {(A-B)-C}, where: A = the net present value using the Base Case Post-Tax Equity IRR as the discounting rate of the distributions projected immediately prior to the refinancing (taking into account the effect of the refinancing (including any breakage costs of the existing project financing or refinancing as well as reasonable transaction costs incurred in arranging the planned refinancing) and using the Base Case Financial Model as updated (including as to the performance of the Section up to the date of the refinancing) so as to be current immediately prior to the refinancing) to be made over the remaining term of the Section P3 Agreement following the refinancing; B = the net present value using the Base Case Post-Tax Equity IRR as the discounting rate of the distributions projected immediately prior to the refinancing (but without taking into account the effect of the refinancing and using the Base Case Financial Model as updated (including as to the performance of the Section up to the date of the refinancing) so as to be current immediately prior to the refinancing) to be made over the remaining term of the Section P3 Agreement following the refinancing; and C = any adjustment required to raise the pre-refinancing Post-Tax Equity IRR to the Base Case Post-Tax Equity IRR (if the pre-refinancing Post-Tax Equity IRR is lower than the Base Case Post-Tax Equity IRR, the adjustment is calculated as the amount that, if received by equity members at the estimated date of the refinancing, would increase the pre-refinancing Post- Tax Equity IRR to be the same as the Base Case Post-Tax Equity IRR).
Refinancing Gain means, in respect of any event set out in paragraphs (a) to (e) of the definition of Refinancing:
Refinancing Gain means an amount equal to the greater of zero and [(A – B) – C], where: A = the Net Present Value of Distributions (calculated on an after tax basis at the level of Project Co in a manner consistent with the Financial Model) immediately prior to the Refinancing (taking into account all effects (including the costs expenses of the Authority pursuant to Section 5.8) of the Refinancing and using the Financial Model as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made over the remaining term of this Agreement following the Refinancing; B = the Net Present Value Distributions (calculated on an after tax basis at the level of Project Co in a manner consistent with the Financial Model) projected immediately prior to the Refinancing (but taking into account only those effects of the Refinancing that were fully reflected in the Financial Model as of the Effective Date and no other effects (including the costs and expenses of the Authority pursuant to Section 5.8) of the Refinancing, and using the Financial Model as updated (including as to the performance of the Project) so as to be current immediately prior to the Refinancing) to be made over the remaining term of this Agreement following the Refinancing; and C = any adjustment required to raise the Pre-Refinancing Equity IRR to the Threshold Equity IRR calculated as a single payment to be paid as a Distribution on the date of the Refinancing;
Refinancing Gain means an amount equal to the greater of zero and (A - B), where: A = the net present value, discounted at a discount rate equal to the Base Case Equity IRR, of all Distributions as projected immediately prior to the Refinancing (using theRefinancing Financial Model and taking into account the effect of the Refinancing) to be made over the remaining term of this Project Agreement following the Refinancing. B = the net present value, discounted at a discount rate equal to the Base Case Equity IRR, of all Distributions as projected immediately prior to the Refinancing (using the Refinancing Financial Model but without taking into account the effect of the Refinancing) to be made over the remaining term of this Project Agreement following the Refinancing.