Examples of TERP LLC in a sentence
This Agreement may not be modified or amended in any way except in a writing with the mutual agreement of SunEdison Inc, TERP Inc and TERP LLC.
Xxxxxxxxxx Email: xxxxxxxxxxx@xxxxxxxx.xxx and Xxxxxx Xxxxxxx & Xxxx LLP Xxx Xxxxxxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Xxxxxxx Email: xxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx if to TERP LLC or the TERP Parties, to: TerraForm Power, LLC 0000 Xxxxxxxxx Xxx., 0xx Xxxxx Xxxxxxxx, Xxxxxxxx 00000 Attn: General Counsel with copies (which shall not constitute notice) to: Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X.
Upon the execution and delivery of this Agreement, this Agreement shall supersede in all respects the Memorandum of Understanding, dated January 20, 2017, by and among SunEdison Inc, TERP Inc, TERP LLC, TerraForm Global, Inc.
Each of TERP, TERP LLC and TERP Operating acknowledge and agree that Operating Renewable Asset acquisition opportunities that are offered to the TERP Group pursuant to this Agreement may be carried out through joint ventures, partnerships, investment funds or consortium arrangements in which the TERP Group will not be the sole participant.
TERP LLC has made a valid election under Section 754 of the Code and any similar election under any provision of any other Tax law, and such elections will remain in effect through the Effective Time.
Pursuant to Section 9.4 of the TERP LLC Agreement, TERP Inc., acting in its capacity as managing member of the Company and upon direction by the LLC Conflicts Committee (as defined in the TERP LLC Agreement) pursuant to Section 6.1(d) of the TERP LLC Agreement, hereby waives, solely in respect of the Transfer as contemplated herein, any restrictions on transferability of the IDRs by SunEdison and any requirements set forth in the TERP LLC Agreement.
The Exchange, taken together with all other sales or exchanges of membership interests in TERP LLC during the 12-month period immediately preceding the Exchange, will not constitute a sale or exchange of fifty percent (50%) or more of the total interest in TERP LLC’s capital and profits.
Neither the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than any agreements or arrangements (i) exclusively between or among the Company and TERP LLC or any wholly-owned Subsidiaries of TERP LLC (together with TERP LLC, the “Wholly-owned Company Subsidiaries”) or (ii) with third parties made in the ordinary course of business, the primary subject matter of which is not Taxes).
Notwithstanding anything to the contrary in the TERP LLC Agreement, the Transfer shall be effective immediately following Effective Time without any further action by any party hereto.
Notices and other communications will be addressed as follows: If to TERP LLC: TerraForm Power, Inc.