Project Entity definition
Examples of Project Entity in a sentence
Except as provided in an assignment to a Finance Project Entity to the contrary, for all assignments by any Party, the assignee must assume in a writing, to be provided to the other Party, all rights, duties, and obligations of the assignor arising under this Agreement.
Each Project Entity does and has always qualified as an entity disregarded as separate from its owner for federal income tax purposes.
Except for the Project Documents and Transaction Documents as in effect on the Document Closing Date, none of the Project Entities is a party to any of the following, whether or not in the Ordinary Course of Business: (i) any loan commitment to any Affiliate of such Project Entity, (ii) any other contract or agreement with any Affiliate of such Project Entity, or (iii) any agreement requiring the payment of development fees or success fee to any Affiliate of such Project Entity or any other Person.
Each Project Entity has paid or has provided cash or cash-equivalent reserves adequate in the reasonable judgment of such Project Entity’s management and consistent with GAAP for the payment of all income and other material taxes imposed on it by the applicable Governmental Authority for all prior Fiscal Years and accrued for the current Fiscal Year to the date of such representation, which reserves shall be in an amount at least equal to the full assessed amount of such tax.
In addition, the Prior Awards will continue to be eligible to receive the Project Entity-specific accelerated vesting provided for in the original award agreement evidencing the Prior Award in connection with a Project Entity Change in Control.