Extract to table

00 of credit, for an aggregate purchase price of Fifty-Five Million Two Hundred Thousand Dollars ($55,200,000) (the "Aggregate Purchase Price"); WHEREAS, as a material condition precedent to Purchaser's obligations under the TCPA and as an inducement for Purchaser to consummate the transactions contemplated thereby, CBR has agreed to indemnify Purchaser against certain tax losses arising from the recapture, disallowance, reduction, or other unavailability of the Transferred Credits upon the terms and subject to the conditions set forth in this Agreement; and WHEREAS, this Agreement is being entered into simultaneously with the execution and delivery of the TCPA and the other Transaction Documents (as defined herein), and shall become effective upon the Closing Date (as defined herein)

As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the TCPA unless the context otherwise requires

For the avoidance of doubt, because the COD of each Project differs, the Recapture Period for each Project shall be calculated independently based on such Project's individual COD

(d) The word "including" and words of similar import mean "including, without limitation" and shall not be construed to limit any general statement to the specific or similar items or matters immediately following it

(g) The headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement