bureaus investment group portfolio no 13 llc vs sole

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Bureaus investment group portfolio no 13 llc vs sole best china investment

Bureaus investment group portfolio no 13 llc vs sole

Exhibit K. Form of Financial Statement Certificate. Exhibit L. Initial Budget. Exhibit M. Form of Permitted Fund Disposition Certificate. Exhibit N. Form of Tax Equity Fund Certificate. Exhibit O. Exhibit P. Form of Wholly Owned Opco Certificate. Exhibit Q. Exhibit R. Form of Amended and Restated Depository Agreement.

Exhibit S. Exhibit T. Annex A. Annex B. Fundamental Tax Equity Structure Characteristics. Annex C. Conventional Tax Equity Structure Characteristics. Schedule 1. Approved Vendor List. Schedule 5. Organizational Structure. Financial Statement Exceptions. Portfolio Document Exceptions. Project Information. NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements, and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Administrative Agent and the Lenders hereby agree as follows:.

Except as otherwise specified in this Agreement or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement including in the recitals hereto. Acceptable Bank, including any standing instructions in respect thereof delivered by, or at the request of, any Agent.

For the avoidance of doubt, Additional Expenses shall not include Service Fees or amounts payable to the Manager under the Management Agreement. For the avoidance of doubt, each of the Relevant Parties shall be an Affiliate of the other Relevant Parties and the Sponsor. All amounts determined in accordance with the Base Case Model shall be determined assuming a P50 Production and shall take into account i only Eligible Revenues and ii all Operating Expenses with respect to the Project Pool.

The Base Case Model shall be updated as of each Available Borrowing Base Determination Date hereunder in a form and substance reasonably satisfactory to the Administrative Agent and in accordance with such assumptions and formulae as contained in the initial model except to the extent required to be updated for any change affecting Cash Available for Debt Service.

Martin Luther King, Jr. Federal Reserve Bank are authorized or required to be closed in any of the foregoing states. For purposes hereof, if any day listed above as a day on which a bank is closed falls on a Saturday or Sunday, such day is celebrated on either the prior Friday or the following Monday. Administrative Agent for the benefit of the Secured Parties, as amended and restated as of June 23, The Indebtedness of a Person shall include the Indebtedness of any partnership in which such Person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such Person in respect thereof.

The Borrower shall cause each Subsidiary and the Manager to promptly notify it of any event or circumstance that would require the Borrower to provide notice to a Lender Party under the Loan Documents upon Knowledge of the Borrower. Any notice delivered to the Sponsor or any Relevant Party including to the Manager as their agent by a Secured Party shall provide such Person with Knowledge of the facts included therein.

London time on the Interest Rate Determination Date. Each change in the Prime Rate shall be effective on the date such change is publicly announced as effective. For the avoidance of doubt, Project Information shall include a the zip code for each Eligible Project and b the estimated first-year energy generation data for each Eligible Project for the year commencing on the date such Eligible Project was granted permission to operate.

Dollars available to be drawn under such Letter of Credit at such time. Unless the context otherwise requires:. Unless otherwise specified, all references herein to times of day shall be references to Eastern time daylight or standard, as applicable.

Subject to the terms and conditions set forth herein, each Revolving Lender agrees severally, and not jointly, to make such Revolving Loan to the Borrower in a principal amount not to exceed its Revolving Loan Commitment. Any Revolving Loan requested under this Section 2. Each such Borrowing Notice shall be irrevocable, shall be signed by and Authorized Officer of the Borrower and shall specify the following information in compliance with this Section 2.

Each such continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the continued Borrowing. New York City time on the applicable funding date by wire transfer of same day funds, in Dollars to such account specified by the Administrative Agent which may include the Funding Account.

New York City time on such date to be credited to the account of the Borrower designated in the Borrowing Notice delivered pursuant to Section 2. Amounts borrowed under this Section 2. The Issuing Bank will make available to the beneficiary thereof the original of the Letter of Credit issued by it hereunder. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance, extension or amendment, including any LC Documents, as such Issuing Bank or the Administrative Agent may reasonably require.

As between Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Borrower.

Notwithstanding anything to the contrary contained in this Section 2. All such Loans shall be secured by the Collateral Documents as if made directly to the Borrower and shall initially be Base Rate Loans until converted in accordance with Section 2.

LC Loans that have been repaid may not be re-borrowed. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Nothing in this Section 2. Upon the expiration or cancelation of a Letter of Credit, the Stated Amount in respect of such Letter of Credit shall be permanently reduced to zero.

The Borrower assumes all risks of the acts or omissions of beneficiary or transferee of any Letter of Credit with respect to the use of such Letter of Credit. Without duplication of any obligation of Borrower under Section 4. If the Issuing Bank shall make any Drawing Payment, then, unless Borrower shall reimburse such Drawing Payment in full on the date such Drawing Payment is made, the unpaid amount thereof shall bear interest, for each day from and including the date such Drawing Payment is made to but excluding the date that the Borrower reimburses such Drawing Payment in full, at a rate equal to LIBOR, in effect from time to time, plus the Applicable Margin.

Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank. Subject to Section 4. Bankruptcy Law from the day on which the Loan is made until, but not including the day on which the Loan is paid at the Applicable Interest Rate; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 4. All computations of interest on any LIBO Loan hereunder shall include the first day but exclude the last day of the Interest Period in effect for such Borrowing and shall be based upon a year of days.

Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. The Administrative Agent shall record in an account or accounts maintained by the Administrative Agent on its books i the Applicable Interest Rate for the Loans; ii the date and amount of each principal and interest payment on each Loan; and iii such other information as the Administrative Agent may determine is necessary for the computation of interest payable by the Borrower hereunder consistent with the basis hereof.

The Borrower agrees that all computations by the Administrative Agent of interest shall be deemed prima facie to be correct in the absence of manifest error. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

To make an election pursuant to this Section 2. Each electronically communicated Interest Election Request shall specify the following information:. The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.

The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon.

Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

Partnership Flip Fund notwithstanding the restrictions set forth in Section 7. The Administrative Agent shall use commercially reasonable efforts to provide the confirmation set forth in this Section 2. The Borrower shall deliver. The Borrower shall deliver any documentation or information as the Administrative Agent or any Lender reasonably requests. The Administrative Agent and the Lenders shall use reasonable efforts to make the determinations set forth in this Section 2.

The requested Revolving Loan Commitment Increase shall be allocated among the Lenders willing to participate therein and the Assuming Lenders in such amounts as are agreed between the Borrower and the Administrative Agent. With respect to a Revolving Loan Commitment Increase, if any Revolving Loans are outstanding on such Revolving Loan Commitment Increase Date, the Revolving Lenders immediately after effectiveness of such Revolving Loan Commitment Increase shall purchase and assign at par such amounts of the Revolving Loans outstanding at such time as the Administrative Agent may require such that each Revolving Lender holds its pro rata share of all Revolving Loans outstanding after giving effect to all such assignments.

All withdrawals and transfers will be made based upon the information provided in the Transfer Date Certificate. All payments to be made by the Borrower shall be made free and clear of any Liens and without restriction, condition or deduction for any counterclaim, defense, recoupment or setoff.

If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. Each such notice shall specify the date and amount of such. Upon giving of the notice, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Any prepayment of a Loan shall be accompanied by all accrued but unpaid interest on the principal amount prepaid. Each prepayment shall be paid to the Lenders in accordance with their respective pro rata share of the outstanding principal amount of such Loan. Revolving Loans prepaid pursuant to this Section 4. The Borrower shall make the following mandatory prepayments on the Loans:. In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

The Administrative Agent may. Amounts prepaid pursuant to Section 4. Any Letter of Credit outstanding after payment of the Loans in full and cancellation of the Commitments shall be cancelled. Payment or acceptance of the increased rates of interest provided for in this Section 4. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

All fees and other amounts payable hereunder shall be paid in Dollars and in immediately available funds. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 4. The obligations of the Lenders hereunder to make payments pursuant to this Section 4. The failure of any Lender to make any payment under this Section 4.

No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through internet, telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for any such damages resulting from any material breach by such Indemnitee of this Agreement or the other Loan Documents or that otherwise results from the gross negligence or willful misconduct of such Indemnitee as determined by a final judgment of a court of competent jurisdiction which has become non-appealable.

All amounts due under this Section 4. If any applicable Law as determined in the good faith discretion of the Administrative Agent or the Borrower, as applicable, taking into account the information and documentation delivered pursuant to Section 4. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender which, for the purposes of this Section 4. A certificate as to the amount of such payment or liability delivered to any Lender by such Agent shall be conclusive absent manifest error.

Upon request by the Borrower or any Agent, as the case may be, after any payment of Taxes by the Borrower or by such Agent to a Governmental. Authority as provided in this Section 4. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation other than such documentation set forth in Section 4. Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and. Unless required by applicable Law, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender.

If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 4. Notwithstanding anything to the contrary in this Section 4.

This Section 4. The inclusion of this Section 4. If any Lender requests compensation under Section 4. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

If a Market Disruption Event occurs and the Administrative Agent or the Borrower so requires, the Administrative Agent and the Borrower shall enter into negotiations for a period of not more than thirty days with a view to agreeing a substitute basis for determining the rate of interest. Any alternative basis agreed pursuant to the immediately preceding sentence shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

In the event that no substitute basis is agreed at the end of the thirty day period, the rate of interest shall continue to be determined in accordance with the terms of this Agreement including Section 4. Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Administrative Agent being no earlier than the last day of any applicable grace period permitted by law.

For purposes of this clause ii , a notice to the Borrower by any Lender shall be effective as to each LIBO Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such LIBO Loan which shall be a Payment Date ; in all other cases such notice shall be effective on the date of receipt by the Borrower.

If any Change of Law shall:. Each Relevant Party is duly organized, validly existing and in good standing under the Laws of its state of formation. Each Relevant Party has all requisite power and authority to own and operate its properties, to carry on its businesses as now conducted and proposed to be conducted. Each Relevant Party has all requisite power and authority to enter into each Transaction Document to which it is a party and to perform the terms thereof.

Each Relevant Party is duly qualified and in good standing in each state or territory where necessary to carry on its present businesses and operations, except in jurisdictions in which the failure to be qualified and in good standing could not reasonably be expected to have a Material Adverse Effect.

The Borrower has the power and authority to incur, and the Loan Parties have the power and authority to guarantee, the Indebtedness represented by the Loans, the Secured Hedging Obligations and the Loan Documents. The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company or other action, as the case may be, on behalf of such Loan Party.

The execution and delivery by each Relevant Party of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated. All of such issued and outstanding Membership Interests have been duly authorized and validly issued and are owned of record and beneficially by the Borrower and were not issued in violation of any preemptive right.

There are no voting agreements or other similar agreements with respect to the Membership Interests. All of the issued and outstanding Tax Equity Class B Membership Interests and Inverted Lease Opco Membership Interests have been duly authorized and validly issued and are owned of record and beneficially by the applicable Tax Equity Holdco and were not issued in violation of any preemptive right.

All of the issued and outstanding Wholly Owned Opco Membership Interests have been duly authorized and validly issued and are owned of record and beneficially by the applicable Wholly Owned Holdco and were not issued in violation of any preemptive right. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and, as of the Closing Date, are owned of record and beneficially by Pledgor and were not issued in violation of any preemptive right.

There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests. There are no agreements or arrangements for the issuance by any Relevant Party of additional equity interests. The Borrower has no subsidiaries other than as shown on Schedule 5. No Loan Party has entered into any Loan Document with the actual intent to hinder, delay, or defraud any creditor.

The Borrower does not intend for it or any Subsidiary to, and does not believe that any such Person will, incur Indebtedness and liabilities beyond its ability to pay such Indebtedness and liabilities as they mature taking into account the timing and amounts of cash to be received by the Loan Parties and the amounts to be payable on or in respect of obligations of the Loan Parties.

The Borrower and the Subsidiaries have no outstanding Indebtedness other than the Obligations and other Permitted Indebtedness. The Obligations under the Loan Documents constitute Indebtedness of the Borrower and the Subsidiaries secured by a first ranking priority security interest in the Collateral.

As of the Closing Date, no other Indebtedness of the Borrower or the Subsidiaries ranks senior in priority to the Obligations. All U. There are no Liens for Taxes other than Liens for Taxes not yet due and payable on any assets of any Relevant Party, no unresolved written claim has been asserted with respect to any Taxes of any Relevant Party, no waiver or agreement by any Relevant Party is in force for the extension of time for the assessment or payment of any Tax, and no request for any such extension or waiver is currently pending.

Except as set forth on Schedule 5. Governmental Authority of any Relevant Party with respect to Taxes. No Relevant Party is a party to or bound by any tax sharing arrangement with any Person including any Affiliate of a Relevant Party.

All Projects are currently exempt from real property taxes. All personal property, sales and use taxes imposed upon the Energy produced by a Project are fully reimbursable by the Customers or have been timely paid by the Manager. None of the Relevant Parties are in material default in the performance, observance or fulfillment of the other Transaction Documents to which they are a party or any of the other obligations, covenants or conditions contained in any material contracts of any such Persons and, to the Knowledge of the Relevant Parties, no condition exists under such Transaction Documents that, with the giving of notice or the lapse of time or both, would constitute such a material default, other than with respect to the Customer Agreements or the Master Turnkey Installation Agreements where such condition itself or when coupled with other defaults or conditions under such agreements could not reasonably be expected to have a Material Adverse Effect.

Without limiting the foregoing, the Borrower and its Subsidiaries do not have any employees or former employees and do not sponsor, maintain, participate in, contribute to or have any obligations under or liability in respect of any Plan. Such Insurance Policies conform to the requirements of Section 6. No notice of cancellation has been received with respect to such policies and the Relevant Parties and the Sponsor are in compliance in all material respects with all conditions contained in such policies.

Except as permitted under Section 7. No Permits are required for the operation of any Project in the ordinary course following the date that it has received a PTO Letter. Person and not a Tax Exempt Person if the owner for this purpose is a partnership, then each direct or indirect owner of the owner is a U. Person, and no direct or indirect owner of the owner is a Tax Exempt Person, unless it owns its interest through an entity taxable as a corporation for U.

No Relevant Party has elected to be treated as an association taxable as a corporation for federal income tax purposes. All such tax returns are complete and accurate in all material respects. Except for Permitted Liens, no tax lien has been filed and no claim is being asserted with respect to any such Taxes, assessments, charges or fees. Each Opco owns or leases each photovoltaic system included in a Project acquired by it and owns or leases, or has a contractual right to use or shall have on the date it acquires a Project, ownership of or a leasehold interest in or a contractual right to use, all equipment and facilities necessary for the operation of each Project.

All equipment and facilities included in the Projects are or are reasonably expected to be when acquired, leased or contracted for in good repair an operating condition subject to ordinary wear and tear and casualty and are suitable for the purposes for which they are employed, and, to the Knowledge of Borrower, there is no material defect, hazard or dangerous condition existing with respect to any such equipment or facilities except as could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Borrower to perform under the Loan Documents at or above the assumptions in the Base Case Model.

Each Opco has the requisite real property rights and licenses under the Customer Agreements to which it is party to access, install, operate, maintain, repair, improve and remove its respective Projects and evidence of such real property rights and licenses has been provided to the Administrative Agent. Each state has different standards and rules defining what "transacting business" means, and as a consequence, navigating what is required can be quite confusing for small business owners.

Simply forming a LLC in any state may not be enough to meet legal requirements, and specifically, if a LLC is formed in one state, but the owner or owners are located in another state or states , or an employee is located in another state, or the LLC's base of operations is located in another state, the LLC may need to register as a foreign LLC in the other states it is "transacting business.

For U. Thus, income from the LLC is taxed at the individual tax rates. The default tax status for LLCs with multiple members is as a partnership, which is required to report income and loss on IRS Form Under partnership tax treatment, each member of the LLC, as is the case for all partners of a partnership, annually receives a Form K-1 reporting the member's distributive share of the LLC's income or loss that is then reported on the member's individual income tax return.

Thus, more tax savings often result if a business formed as an LLC rather than a corporation. Some commentators have recommended an LLC taxed as a S-corporation as the best possible small business structure. It combines the simplicity and flexibility of an LLC with the tax benefits of an S-corporation self-employment tax savings. Some legal scholars argue that corporate income taxes are intended to limit the power of corporations and to offset the legal benefits corporations enjoy, such as limited liability for their investors.

Although there is no statutory requirement for an operating agreement in most jurisdictions, members of a multiple member LLC who operate without one may encounter problems. Unlike state laws regarding stock corporations, which are very well developed and provide for a variety of governance and protective provisions for the corporation and its shareholders, most states do not dictate detailed governance and protective provisions for the members of a limited liability company.

In the absence of such statutory provisions, members of an LLC must establish governance and protective provisions pursuant to an operating agreement or similar governing document. From Wikipedia, the free encyclopedia. US-specific form of a private limited company. For other uses, see LLC disambiguation. This article is about the United States of America-specific business entity form. For limited liability companies, see Limited company. For a general discussion of entities with limited liability, see Private limited company.

By jurisdiction. General corporate forms. Corporate forms by jurisdiction. Naamloze vennootschap N. Business judgment rule Corporate governance De facto and estoppel corporations Internal affairs doctrine Limited liability Tag-along right Drag-along right Piercing the corporate veil Rochdale Principles Ultra vires. Related areas. Civil procedure Contract Corporate registers. Management accounting Financial accounting Financial audit.

Business entities. Corporate group Conglomerate company Holding company Cooperative Corporation Joint-stock company Limited liability company Partnership Privately held company Sole proprietorship State-owned enterprise.

Corporate governance. Annual general meeting Board of directors Supervisory board Advisory board Audit committee. Corporate law. Commercial law Constitutional documents Contract Corporate crime Corporate liability Insolvency law International trade law Mergers and acquisitions. Corporate title. Commodity Public economics Labour economics Development economics International economics Mixed economy Planned economy Econometrics Environmental economics Open economy Market economy Knowledge economy Microeconomics Macroeconomics Economic development Economic statistics.

Types of management. Business analysis Business ethics Business plan Business judgment rule Consumer behaviour Business operations International business Business model International trade Business process Business statistics. Internal Revenue Service. Retrieved 9 October Accounting Today.

MarketWatch, Inc. Hearst Newspapers, LLC. Houston Chronicle. Dearborn Trade Publishing. Journal of Corporate Law. State of Delaware. New York: Wolters Kluwer. Retrieved 22 September Kintner , F. January Loyola of Los Angeles Law Review. A History and Prognosis". October Archived from the original on 2 May Sole Proprietorship Liability". Auriga Capital Corp.

Google Scholar. DLA Piper. Think that'll get you off? Think again". Small Business Administration. January " PDF.

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Bureaus investment group portfolio no 13 llc vs sole Rowland, Esq. European financial markets may experience volatility due to concerns about high government debt levels, credit rating downgrades, rising unemployment, the future of the euro as a common currency, possible restructuring of government debt and other government measures responding to those concerns, and fiscal and monetary controls imposed on member countries of the European Union. Investors have the following options for distributions. Form of LC Loan Note. Although non-diversified, the Funds must meet diversification standards to qualify as a regulated investment company under the Internal Revenue Code ofas amended.
Value partners investment philosophy blackrock However, after the Fund buys a security, the Internal Revenue Service may determine that a bond forexpros usd zar conversion as tax-exempt should in fact be taxable or there may be unfavorable changes in tax laws or noncompliant conduct of a securities issuer that may cause income from all or certain municipal securities to be taxable. Generally, an Index will represent a certain maturity component of a public U. The rate adjustment intervals may. Municipal securities may have fixed, variable or floating interest rates and may include, but are not limited to, variable rate demand obligations, short-term municipal notes, municipal bonds, tax exempt commercial paper, zero-coupon securities, private activity and industrial development bonds, tax anticipation notes, participations in pools of municipal securities, municipal mortgage-backed and asset-backed securities, auction rate securities and restricted securities. We appreciate your patience as we and everyone in our communities focus on addressing this crisis.
Adig investment europa vision benefits Knaup informing her that the account ending in was being sold to our client Bureaus Investment Group Portfolio No. A derivative is an instrument that has a value based institutional investments pty ltd another instrument, exchange rate or index. At that time we will be more than happy to e-mail or mail the release to Ms. The Fund may use derivatives in connection with its investment strategies. Problem with a Product or Service. Structured municipal products, such as tender option bonds, involve structural complexities and potential risks that may not be present where a municipal security is owned directly.

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I mean, who doesn't want to save money in taxes?!? Important note: I'm not an accountant or tax professional, and I'm definitely not your accountant or tax professional. You should seek the guidance for a tax professional if you have any questions surrounding the tax implications of your investments, business structure, etc.

What this means is, each member reports their share of "whatever" on their taxes as if the LLC doesn't exist. So, most LLCs used for investing would have capital gains, losses, and dividends. Each would then be allocated to the members per the operating agreement. The members would, in turn, each report the amount on their taxes as if they had received them themselves.

As such, each members tax implications would be different. This is a common misconception. So, if you don't own a business, you don't get any deduction. Simply holding investments in an LLC is not owning a business. So, if you're just investing within an LLC, you don't get any type of special tax treatment.

So, if you don't get any special tax treatment for using an LLC, why would you use one to invest? Well, it all comes down to investing with other people. If you're going to pool your money with other people, you want some organization and agreement to how things get done. Investment clubs where you actually pool your money are dying. The reason? Investing is so cheap these days! There's no reason to pool your money. It used to be a huge cost savings to work together when investing.

Let's say you had 20 members in an investing club and you all agree to buy a specific stock. Now, with services like M1 Finance , which allows you to invest for free, there's no reason to pool your money. Check out the other apps to invest for free here. Real estate is still a great scenario for using an LLC, especially if you're going to be allocating income and expenses differently than ownership. However, there are alternatives to how you own real estate though, not as good.

Specifically, you can hold title on the property directly as joint tenants. This takes care of ownership, but doesn't help with income and expenses. If you are just a partnership, you can divide it. But, if you get more than 2 people, you probably want an LLC. Plus, an LLC is great for liability purposes. Just the like Walton's, if there is a significant amount of assets, including a business, and many family members that "own" it, it can make a lot of sense to put this into an LLC with a clearly definite operating agreement and manager.

This is expensive - so this is typically reserved for large estates. If you just have a little money to invest, it really doesn't make sense to go through the hassle of an LLC. Do you use an LLC for investing? Have you considered opening an account with friends or family?

You can learn more about him on the About Page , or on his personal site RobertFarrington. He regularly writes about investing, student loan debt, and general personal finance topics geared towards anyone wanting to earn more, get out of debt, and start building wealth for the future. He is also a regular contributor to Forbes. Other Options. Get Out Of Debt.

How To Start. Extra Income. Build Wealth. Credit Tools. Here's why and how you might want to consider setting up an LLC for investing. Investing For Retirement If you want to invest in non-traditional assets like real estate, crytpo, etc. Okay, with that being said, what are the tax implications of using an LLC for investments?

Real Estate Real estate is still a great scenario for using an LLC, especially if you're going to be allocating income and expenses differently than ownership. Family Money Just the like Walton's, if there is a significant amount of assets, including a business, and many family members that "own" it, it can make a lot of sense to put this into an LLC with a clearly definite operating agreement and manager. Robert Farrington. Connect with. I allow to create an account.

When you login first time using a Social Login button, we collect your account public profile information shared by Social Login provider, based on your privacy settings. We also get your email address to automatically create an account for you in our website. Once your account is created, you'll be logged-in to this account. Disagree Agree. Finally a complaint was filed with the US District Court.

If the number shows up on your caller ID, a debt collector is trying to contact you. Once you retain legal counsel, Bureaus Investment Group LLC is not allowed to contact you directly regarding the debt. Should they keep calling and sending you collection notices, you can sue them. The size and nature of your debt have nothing to do with how you should be treated as a human being.

If third-party collectors are subjecting you to the type of harassment outlined in the FDCPA, you should consider completing a free case evaluation and filing a claim with the help of an FDCPA attorney. Your attorney can aid in gathering evidence, arguing on your behalf, and knowing exactly what is required at each point in the case.

In other words, your attorney will be in the best position to help you navigate this complex process and finally get the peace of mind that you deserve. The content of this article serves only to provide information and should not be construed as legal advice. If you file a claim against Bureaus Investment Group LLC or any other third-party collection agency, you may not be entitled to any compensation.

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It sets forth member capital contributions, ownership percentages, and management structure. Like a prenuptial agreement, an operating agreement can avoid future disputes between members by addressing buy-out rights, valuation formulas, and transfer restrictions. The written LLC operating agreement should be signed by all of its members. Like a corporation , LLCs are required to register in the states they are "conducting or transacting business".

Each state has different standards and rules defining what "transacting business" means, and as a consequence, navigating what is required can be quite confusing for small business owners. Simply forming a LLC in any state may not be enough to meet legal requirements, and specifically, if a LLC is formed in one state, but the owner or owners are located in another state or states , or an employee is located in another state, or the LLC's base of operations is located in another state, the LLC may need to register as a foreign LLC in the other states it is "transacting business.

For U. Thus, income from the LLC is taxed at the individual tax rates. The default tax status for LLCs with multiple members is as a partnership, which is required to report income and loss on IRS Form Under partnership tax treatment, each member of the LLC, as is the case for all partners of a partnership, annually receives a Form K-1 reporting the member's distributive share of the LLC's income or loss that is then reported on the member's individual income tax return.

Thus, more tax savings often result if a business formed as an LLC rather than a corporation. Some commentators have recommended an LLC taxed as a S-corporation as the best possible small business structure. It combines the simplicity and flexibility of an LLC with the tax benefits of an S-corporation self-employment tax savings. Some legal scholars argue that corporate income taxes are intended to limit the power of corporations and to offset the legal benefits corporations enjoy, such as limited liability for their investors.

Although there is no statutory requirement for an operating agreement in most jurisdictions, members of a multiple member LLC who operate without one may encounter problems. Unlike state laws regarding stock corporations, which are very well developed and provide for a variety of governance and protective provisions for the corporation and its shareholders, most states do not dictate detailed governance and protective provisions for the members of a limited liability company.

In the absence of such statutory provisions, members of an LLC must establish governance and protective provisions pursuant to an operating agreement or similar governing document. From Wikipedia, the free encyclopedia. US-specific form of a private limited company. For other uses, see LLC disambiguation. This article is about the United States of America-specific business entity form.

For limited liability companies, see Limited company. For a general discussion of entities with limited liability, see Private limited company. By jurisdiction. General corporate forms. Corporate forms by jurisdiction. Naamloze vennootschap N. Business judgment rule Corporate governance De facto and estoppel corporations Internal affairs doctrine Limited liability Tag-along right Drag-along right Piercing the corporate veil Rochdale Principles Ultra vires.

Related areas. Civil procedure Contract Corporate registers. Management accounting Financial accounting Financial audit. Business entities. Corporate group Conglomerate company Holding company Cooperative Corporation Joint-stock company Limited liability company Partnership Privately held company Sole proprietorship State-owned enterprise.

Corporate governance. Annual general meeting Board of directors Supervisory board Advisory board Audit committee. Corporate law. Commercial law Constitutional documents Contract Corporate crime Corporate liability Insolvency law International trade law Mergers and acquisitions. Corporate title. Commodity Public economics Labour economics Development economics International economics Mixed economy Planned economy Econometrics Environmental economics Open economy Market economy Knowledge economy Microeconomics Macroeconomics Economic development Economic statistics.

Types of management. Business analysis Business ethics Business plan Business judgment rule Consumer behaviour Business operations International business Business model International trade Business process Business statistics. Internal Revenue Service. Retrieved 9 October Accounting Today. MarketWatch, Inc. Hearst Newspapers, LLC. Houston Chronicle. Dearborn Trade Publishing. Journal of Corporate Law. State of Delaware. New York: Wolters Kluwer. Retrieved 22 September Kintner , F.

January Loyola of Los Angeles Law Review. A History and Prognosis". October Archived from the original on 2 May Sole Proprietorship Liability". Auriga Capital Corp. Google Scholar. DLA Piper. Security Interests. Intellectual Property. Full Disclosure. Section 6. Financial Statements and Other Reports. Notice of Events of Default. Maintenance of Books and Records. Existence; Qualification.

Operation and Maintenance. Compliance with Laws; Environmental Laws. Energy Regulatory Laws. Interest Rate Hedging. Payment of Claims. Maintenance of Insurance. Collateral Accounts; Collections. Management Agreement. Use of Proceeds. Project Expenditures. Tax Equity Opco Matters. Termination of Servicer. Post-Closing Covenants.

Tax Partnership Election. Section 7. No Liens. Restriction on Fundamental Changes. Bankruptcy, Receivers, Similar Matters. Restricted Payments. Limitation on Investments. Sanctions and Anti-Corruption. No Other Business; Leases. Expenditures; Collateral Accounts; Structural Changes. Speculative Transactions. Voting on Major Decisions. Transactions with Affiliates. Limitation on Restricted Payments. Section 8. Section 9. Conditions of Closing and Initial Loans.

Conditions of Revolving Loans. Conditions of Letter of Credit Issuance. Conditions of Revolving Loan Commitment Increase. Section Events of Default. Acceleration and Remedies. Appointment and Authority. Rights as a Lender. Exculpatory Provisions. Reliance by Administrative Agent. Delegation of Duties. Resignation and Removal of Administrative Agent. Appointment of Collateral Agent and Depository Bank.

Joint Lead Arrangers. Waivers; Amendments. Notices; Copies of Notices and Other Information. No Waiver; Cumulative Remedies. Effect of Headings and Table of Contents. Successors and Assigns. Benefits of Agreement. Governing Law. Counterparts; Integration; Effectiveness. Corporate Obligation. Entire Agreement. Right of Setoff. Interest Rate Limitation. Survival of Representations and Warranties. No Advisory or Fiduciary Responsibility.

Exhibit A Form of Borrowing Notice. Form of Available Borrowing Base Certificate. Form of Interest Election Request. Exhibit B. Assignment and Assumption. Exhibit C Form of Letter of Credit. Form of Notice of LC Activity. Exhibit D Form of U. Tax Compliance Certificate. Exhibit E.

Exhibit F. Exhibit G. Form of Eligible Customer Agreements. Exhibit H Form of Revolving Loan Note. Form of LC Loan Note. Exhibit I. Form of Base Case Model. Exhibit J. Exhibit K. Form of Financial Statement Certificate. Exhibit L. Initial Budget.

Exhibit M. Form of Permitted Fund Disposition Certificate. Exhibit N. Form of Tax Equity Fund Certificate. Exhibit O. Exhibit P. Form of Wholly Owned Opco Certificate. Exhibit Q. Exhibit R. Form of Amended and Restated Depository Agreement. Exhibit S. Exhibit T. Annex A. Annex B. Fundamental Tax Equity Structure Characteristics. Annex C. Conventional Tax Equity Structure Characteristics. Schedule 1. Approved Vendor List. Schedule 5. Organizational Structure.

Financial Statement Exceptions. Portfolio Document Exceptions. Project Information. NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements, and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Administrative Agent and the Lenders hereby agree as follows:.

Except as otherwise specified in this Agreement or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement including in the recitals hereto. Acceptable Bank, including any standing instructions in respect thereof delivered by, or at the request of, any Agent.

For the avoidance of doubt, Additional Expenses shall not include Service Fees or amounts payable to the Manager under the Management Agreement. For the avoidance of doubt, each of the Relevant Parties shall be an Affiliate of the other Relevant Parties and the Sponsor. All amounts determined in accordance with the Base Case Model shall be determined assuming a P50 Production and shall take into account i only Eligible Revenues and ii all Operating Expenses with respect to the Project Pool.

The Base Case Model shall be updated as of each Available Borrowing Base Determination Date hereunder in a form and substance reasonably satisfactory to the Administrative Agent and in accordance with such assumptions and formulae as contained in the initial model except to the extent required to be updated for any change affecting Cash Available for Debt Service.

Martin Luther King, Jr. Federal Reserve Bank are authorized or required to be closed in any of the foregoing states. For purposes hereof, if any day listed above as a day on which a bank is closed falls on a Saturday or Sunday, such day is celebrated on either the prior Friday or the following Monday. Administrative Agent for the benefit of the Secured Parties, as amended and restated as of June 23, The Indebtedness of a Person shall include the Indebtedness of any partnership in which such Person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such Person in respect thereof.

The Borrower shall cause each Subsidiary and the Manager to promptly notify it of any event or circumstance that would require the Borrower to provide notice to a Lender Party under the Loan Documents upon Knowledge of the Borrower. Any notice delivered to the Sponsor or any Relevant Party including to the Manager as their agent by a Secured Party shall provide such Person with Knowledge of the facts included therein. London time on the Interest Rate Determination Date.

Each change in the Prime Rate shall be effective on the date such change is publicly announced as effective. For the avoidance of doubt, Project Information shall include a the zip code for each Eligible Project and b the estimated first-year energy generation data for each Eligible Project for the year commencing on the date such Eligible Project was granted permission to operate. Dollars available to be drawn under such Letter of Credit at such time. Unless the context otherwise requires:.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time daylight or standard, as applicable. Subject to the terms and conditions set forth herein, each Revolving Lender agrees severally, and not jointly, to make such Revolving Loan to the Borrower in a principal amount not to exceed its Revolving Loan Commitment.

Any Revolving Loan requested under this Section 2. Each such Borrowing Notice shall be irrevocable, shall be signed by and Authorized Officer of the Borrower and shall specify the following information in compliance with this Section 2.

Each such continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the continued Borrowing. New York City time on the applicable funding date by wire transfer of same day funds, in Dollars to such account specified by the Administrative Agent which may include the Funding Account.

New York City time on such date to be credited to the account of the Borrower designated in the Borrowing Notice delivered pursuant to Section 2. Amounts borrowed under this Section 2. The Issuing Bank will make available to the beneficiary thereof the original of the Letter of Credit issued by it hereunder.

Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance, extension or amendment, including any LC Documents, as such Issuing Bank or the Administrative Agent may reasonably require. As between Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit.

Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Borrower.

Notwithstanding anything to the contrary contained in this Section 2. All such Loans shall be secured by the Collateral Documents as if made directly to the Borrower and shall initially be Base Rate Loans until converted in accordance with Section 2.

LC Loans that have been repaid may not be re-borrowed. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Nothing in this Section 2. Upon the expiration or cancelation of a Letter of Credit, the Stated Amount in respect of such Letter of Credit shall be permanently reduced to zero. The Borrower assumes all risks of the acts or omissions of beneficiary or transferee of any Letter of Credit with respect to the use of such Letter of Credit. Without duplication of any obligation of Borrower under Section 4.

If the Issuing Bank shall make any Drawing Payment, then, unless Borrower shall reimburse such Drawing Payment in full on the date such Drawing Payment is made, the unpaid amount thereof shall bear interest, for each day from and including the date such Drawing Payment is made to but excluding the date that the Borrower reimburses such Drawing Payment in full, at a rate equal to LIBOR, in effect from time to time, plus the Applicable Margin.

Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank. Subject to Section 4. Bankruptcy Law from the day on which the Loan is made until, but not including the day on which the Loan is paid at the Applicable Interest Rate; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 4.

All computations of interest on any LIBO Loan hereunder shall include the first day but exclude the last day of the Interest Period in effect for such Borrowing and shall be based upon a year of days. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. The Administrative Agent shall record in an account or accounts maintained by the Administrative Agent on its books i the Applicable Interest Rate for the Loans; ii the date and amount of each principal and interest payment on each Loan; and iii such other information as the Administrative Agent may determine is necessary for the computation of interest payable by the Borrower hereunder consistent with the basis hereof.

The Borrower agrees that all computations by the Administrative Agent of interest shall be deemed prima facie to be correct in the absence of manifest error. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

To make an election pursuant to this Section 2. Each electronically communicated Interest Election Request shall specify the following information:. The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon.

Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

Partnership Flip Fund notwithstanding the restrictions set forth in Section 7. The Administrative Agent shall use commercially reasonable efforts to provide the confirmation set forth in this Section 2. The Borrower shall deliver.