Tax Loss Indemnity definition

Tax Loss Indemnity means a Managing Member’s obligation, pursuant to the terms of the related Financing Fund LLCA, to pay the related Tax Equity Investor the amount of any Tax Loss, reduced by any Tax Savings and grossed up for any U.S. federal interest, penalties, fines or additions to tax payable by a Managing Member or the related Tax Equity Investor (or their respective affiliates) as a result thereof and for the net amount of any additional U.S. federal income taxes payable by a Managing Member or the related Tax Equity Investor (or their respective affiliates) as a result of including any Tax Loss Indemnity payment in its income, in each case as a result of the breach or inaccuracy of certain representations, warranties and covenants of a Managing Member set forth in such Financing Fund LLCA or the failure by Managing Member to comply with applicable law in connection with its acts or omissions pursuant to, or the performance of any covenant or obligation under, such Financing Fund LLCA.
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Tax Loss Indemnity means, with respect to any Subject Fund, any obligation of SolarCity to indemnify the applicable Subject Fund, Investor or Lessor for any Tax Loss in accordance with the applicable Project Documents of such Subject Fund.
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Tax Loss Indemnity means the obligation of Sunnova Energy or its Affiliate (including certain Managing Members), pursuant to the terms of a Master Purchase Agreement Financing Fund LLC Agreement or other Financing Fund Document, to pay, indemnify or reimburse the related Financing Fund or Tax Equity Investor Member, or related Persons the amount of any Tax Loss, reduced by any Tax Savings and grossed-up for any U.S. federal interest, penalties, fines or additions to tax payable by a related Financing Fund Member (or its affiliate) as a result thereof and for the net amount of any additional U.S. federal income taxes payable by a related Financing Fund Member (or its Affiliate or related Persons) as a result of including any Tax Loss Indemnity payment in its income and to defend and hold harmless any such Person with respect to a Tax Loss Claim, in each case as a result of the breach or inaccuracy of certain representations, warranties and covenants of Sunnova Energy or its Affiliate set forth in the applicable Master Purchase Agreement.
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More Definitions of Tax Loss Indemnity

Tax Loss Indemnity means a Managing Member’s obligation, pursuant to the terms of the related Financing Fund LLCA, to pay the related Tax Equity Investor the amount of any Tax Loss, or to contribute the amount of any Tax Loss owed by the Financing Fund to an ITC Buyer pursuant to an ITC Transfer Agreement, in each case, as a result of the breach or inaccuracy of certain representations, warranties and covenants of a Managing Member set forth in such Financing Fund LLCA or the failure by Managing Member to comply with applicable law in connection with its acts or omissions pursuant to, or the performance of any covenant or obligation under, such Financing Fund LLCA.
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Tax Loss Indemnity means, with respect to any Subject Fund, any obligation of the applicable Managing Member or its assignees to indemnify such Subject Fund or the applicable Investor for any Tax Loss due to a determination that the eligible basis of the photovoltaic systems of such Subject Fund (as defined in clause (i) of the definition of System) is less than fair market value pursuant to the terms of the applicable Project Document of such Subject Fund.
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Tax Loss Indemnity means a Managing Member’s obligation, pursuant to the terms of the related Financing Fund LLCA, to pay the related Tax Equity Investor the amount of any Tax Loss, reduced by any Tax Savings and grossed up for any U.S. federal interest, penalties, fines or additionsor to tax payable by a Managing Member or the related Tax Equity Investor (or their respective affiliates) as a result thereof and for the net amount of any additional U.S. federal income taxes payable by a Managing Member or the related Tax Equity Investor (or their respective affiliates) as a result of including any Tax Loss Indemnity payment in its incomecontribute the amount of any Tax Loss owed by the Financing Fund to an ITC Buyer pursuant to an ITC Transfer Agreement, in each case, as a result of the breach or inaccuracy of certain representations, warranties and covenants of a Managing Member set forth in such Financing Fund LLCA or the failure by Managing Member to comply with applicable law in connection with its acts or omissions pursuant to, or the performance of any covenant or obligation under, such Financing Fund LLCA.
Sample 1
Tax Loss Indemnity means, with respect to any Subject Fund, any obligation of SolarCity or the Limited Guarantor, as the case may be, to indemnify the applicable Subject Fund, Investor or Lessor for any Tax Loss in accordance with the applicable Project Documents of such Subject Fund.
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Related to Tax Loss Indemnity

  • Tax Indemnity means the indemnity in respect of certain Taxation matters referred to in clause 10;

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

  • Indemnity means the payment of an amount to offset all or part of an insured loss.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Loss Adjustment Expense means costs and expenses incurred by the Company in connection with the investigation, appraisal, adjustment, settlement, litigation, defense or appeal of a specific claim or loss, or alleged loss, including but not limited to:

  • Indemnification Threshold has the meaning set forth in Section 11.5.