True-Up Liability definition

True-Up Liability means the Borrower’s liability to any Tax Equity Investor or Cash Equity Investor (as measured in Dollars) due to the overfunding by such Tax Equity Investor or Cash Equity Investor of its portion of the total purchase prices of Projects already Tranched, as set forth in the Borrower’s financial statements and as may be reduced from time to time by the Tranching of such Projects pursuant to the applicable Tax Equity Documents or Cash Equity Documents.
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True-Up Liability means Borrower’s liability to any Tax Equity Investor (as measured in Dollars) due to a reduction of fair market value of Projects already Tranched with such Tax Equity Investor, as set forth in the financial statements of the Borrower and its Subsidiaries (or, from and after the Sixteenth Amendment Effective Date, the financial statements of Tesla and its Subsidiaries) and as may be reduced from time to time by the Tranching of such Projects pursuant to the applicable Tax Equity Documents.”
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True-Up Liability means Borrower’s liability to any Tax Equity Investor (as measured in Dollars) due to a reduction of fair market value of Projects already Tranched with such Tax Equity Investor, as set forth in the Borrower’s financial statements and as may be reduced from time to time by the Tranching of such Projects pursuant to the applicable Tax Equity Documents.
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Examples of True-Up Liability in a sentence

  • Purchaser shall have the right to receive and review such supporting documentation or data as Purchaser may reasonably request relating thereto and to discuss them with S2; provided that the acceptance by Purchaser of the Estimated True-Up Liability at the Closing, or the consummation of the Closing, shall not limit or otherwise affect Purchaser’s rights under this Agreement, including pursuant to Section 9.2 , or constitute an acknowledgment or agreement by Purchaser of the accuracy thereof.

  • For the sake of clarity, Purchaser’s acceptance of S2’s calculation of the Estimated True-Up Liability is not a condition to Closing.

  • At least three Business Days prior to the Closing Date, S2 will prepare and deliver to Purchaser a good faith estimate of the True-Up Liability determined in accordance with GAAP consistently applied by S2 in accordance with past practice of the Business, together with a calculation of the aggregate thereof (such aggregate amount, the “ Estimated True-Up Liability ”).

  • Following the Closing, Purchaser shall prepare a schedule allocating the cash consideration and the Assumed Liabilities (including the amount of any Actual True-Up Liability as calculated pursuant to the terms of this Agreement) (together with any other relevant items) under Section 1060 of the Code among the Purchased Assets and the covenants (the “ Allocation Schedule ”) and shall deliver a draft Allocation Schedule to S2 as soon as practicable following the Closing Date for S2’s review and comment.

  • Within one-hundred twenty (120) days following the Closing Date, Purchaser shall, at Purchaser’s cost and expense, prepare and deliver to S2 a written calculation of Purchaser’s good faith calculation of the actual amount of the True-Up Liability (the “ Calculation ”), determined in accordance with GAAP consistently applied by S2 in accordance with past practice of the Business, together with a calculation of the aggregate thereof (the “ Actual True-Up Liability ”).


More Definitions of True-Up Liability

True-Up Liability means the Deposit Liability.
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True-Up Liability means, with respect to any Tax Equity Investor or Investment Fund Subsidiary, the liability of the Borrower or a Subsidiary to such Tax Equity Investor or Investment Fund Subsidiary resulting from the reduction in the fair market value of Projects that have been Tranched to such Tax Equity Investor or Investment Fund Subsidiary. The True-Up Liability shall be determined at any time based on the amount thereof that is set forth in the financial statements of the Borrower and the Subsidiaries, the True-Up Liability may be reduced from time to time by the Tranching of additional Projects to Tax Equity Investors or Investment Fund Subsidiaries.
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True-Up Liability means the Borrower’s liability to any Tax Equity Investor or Cash Equity Investor (as measured in Dollars) due to the overfunding by such Tax Equity Investor or Cash Equity Investor of its portion of the total purchase prices of Projects already Tranched, as set forth in the Borrower’s financial statements and as may be reduced from time to time by the Tranching of such Projects pursuant to the applicable Tax Equity Documents or Cash Equity Documents. “Type” means any type of Loan determined with respect to the interest option applicable thereto, which in each case shall be a Base Rate Loan or a Term SOFR Loan. “UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. “UCP” means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time). “Unadjusted Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) represented by such Xxxxxx’s Commitment at such time, subject to adjustment as provided in Sections 2.05, 2.14 and 2.15. If the Commitment of all of the Lenders to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Commitments have expired, then the Unadjusted Applicable Percentage of each Lender shall be determined based on the Unadjusted Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The Unadjusted Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1.01(b) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, or in any documentation executed by such Lender pursuant to Section 2.15, as applicable. “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. “Unencumbered Liquidity” means, ...
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True-Up Liability means, with respect to any Tax Equity Investor, Cash Equity Equity, any Affiliate or the foregoing or an Investment Fund Subsidiary, the liability of the Borrower or a Subsidiary to such Tax Equity Investor, Cash Equity Equity, Affiliate or Investment Fund Subsidiary resulting from the reduction in the fair market value of Projects that have been Tranched to such Tax Equity Investor, Cash Equity Equity, Affiliate or Investment Fund Subsidiary. The True-Up Liability shall be determined at any time based on the amount thereof that is set forth in the financial statements of the Borrower and the Subsidiaries, the True-Up Liability may be reduced from time to time by the Tranching of additional Projects to Tax Equity Investors, Cash Equity Investors, any Affiliates of the foregoing or Investment Fund Subsidiaries.
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Related to True-Up Liability

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Controlled Group Liability means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Net Liability as used herein is defined as the Company's gross liability remaining after cessions, if any, to other pro rata reinsurers.

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • Suretyship Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person's obligation in respect of any Suretyship Liability shall (subject to any limitation set forth therein) be deemed to be the principal amount of the debt, obligation or other liability supported thereby.

  • UK Bail-in Liability means a liability in respect of which the UK Bail-in Powers may be exercised.

  • Hovercraft Liability This policy does not cover "hovercraft liability".

  • Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Product Liability means any liability, claim or expense, including but not limited to attorneys’ fees and medical expenses, arising in whole or in part out of a breach of any express or implied product warranty by the Company, strict liability in tort, negligent manufacture of product, negligent provision of services, product recall, or any other allegation of liability arising from the design, testing, manufacture, packaging, labeling (including instructions for use), or sale of products.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

  • Defects Liability Expiry Certificate means the certificate to be issued by the Client to the Contractor, in accordance with the Contract.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Related Liability with respect to any Asset means any liability existing and reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation determined by the Receiver to be directly related to such Asset.

  • Liability Cap has the meaning ascribed to it in paragraph 1 of Schedule 9;

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Gross Liability Value means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.

  • Aircraft Liability This policy does not cover "aircraft liability".

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.