Flip Point definition

Flip Point shall have the meaning given to the term “Flip Point” or to any other similarly defined term in the applicable Limited Liability Company Agreement of an IRR Partnership Flip Opco.

Flip Point means the point in time at which the Class A Units are determined, under the procedures set forth in Article X, to have realized an After‑Tax IRR equal to the Target IRR.

Flip Point has the meaning given to the term “Flip Point” in the applicable Limited Liability Company Agreement of a Partnership Flip Tax Equity Opco.

Examples of Flip Point in a sentence

• The Member proposing to make such a Transfer shall provide written notice of its intention to make a Transfer (a “Transfer Notice”) to the remaining Members holding Membership Interests of the same class as those Membership Interests intended to be Transferred or, in the case of a Transfer of Class A Interests after the Class A Flip Point, to all remaining Members.

• Prior to the end of any taxable year of the Company beginning on or before the Class A Flip Point, any purchaser under any power purchase agreement for power delivered from any Facility is not a “related person” to the Company for purposes of Sections 267 or 707 of the Code, assuming the Company is not a “related person” on account of a relationship with any holder of Class A Units or any Affiliate thereof.

• If such Transfer is of, or in respect of, Class B Units prior to the Class A Flip Point, such Transfer is not to a Disqualified Person.

• If prior to the Class A Flip Point, such Transfer is of, or in respect of, Class B Units, such Transfer will not result in the Company’s termination within the meaning of Section 708 of the Code.

• If such Transfer is of, or in respect of, Class B Units, such Transfer will not result in either (1) the Class B Member being a “related person” with respect to any lender under the Financing Documents for purposes of Treasury Regulation Section 1.752-4(b), or (2) prior to the Class A Flip Point, the Company being a “related person” to any purchaser under any power purchase agreement for power delivered from a Facility for purposes of Sections 267 or 707 of the Code.

More Definitions of Flip Point

Flip Point as defined in the Holdings Operating Agreement.

Flip Point means the earlier of:

Flip Point means [***], as the same may be extended pursuant to Section 8.3(b).

Flip Point has the meaning given to such term in the Project Company LLC Agreement.

Flip Point shall have the meaning given to the term “Flip Point” in the applicable Limited Liability Company Agreement of Fund XVIII.

Flip Point means (i) with respect to the TEP IV-A Project Company, the last day of the month in which the class A membership interest is determined to have a realized a specified target internal rate of return and (ii) with respect to the TEP IV-B Project Company, the later of (a) 5 years after the date the last PV System and/or Energy Storage System that was acquired by the TEP IV-B Project Company was placed in service and (b) the time at which the class A membership interest is determined to have realized a specified target internal rate of return.

Flip Point means, the first point at which both (i) DHS2 receives a return of all its Capital Contributions plus ten percent (10%) per annum, compounded annually, on the average daily balance of DHS2’s Contributions and Other Capital Contributions and (ii) the Shareholder Loans have been repaid in full.