TAX SHARING AGREEMENTTax Allocation or Sharing Agreement |
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ENVIRONMENTAL POWER CORP | MICROGY HOLDINGS, LLC | MST Production Ltd | Rio Leche Estates, L.L.C | Mission Biogas, L.L.C | Hereford Biogas, L.L.C. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.9
TAX SHARING AGREEMENT
This Agreement is made effective this 9th day of November, 2006 (the “Agreement”) between MICROGY HOLDINGS, LLC, a Delaware limited liability company (“Microgy Holdings”), and ENVIRONMENTAL POWER CORPORATION, a Delaware corporation (“EPC”).
RECITALS
A. Microgy Holdings is primarily engaged in the business of holding the equity interests in (i) MST Production Ltd., a Texas limited partnership (“MST”), (ii) Rio Leche Estates, L.L.C., a Texas limited liability company (“Rio Leche Estates”), (iii) Mission Biogas, L.L.C., a Texas limited liability company (“Mission Biogas”) and (iv) Hereford Biogas, L.L.C., a Texas limited liability company (“Hereford Biogas” and, together with MST, Rio Leche Estates and Mission, the “Subsidiaries”).
B. Microgy Holdings is a wholly owned subsidiary of EPC.
C. Microgy Holdings, EPC and the Subsidiaries file consolidated federal income tax returns and would find it advantageous to file consolidated income tax returns with state and other taxing authorities.
D. Certain states or other taxing authorities do not permit Microgy Holdings and EPC to file consolidated tax returns.
E. Microgy Holdings is engaging in a financing transaction under (i) that certain Loan Agreement, dated October 1, 2006, between the Gulf Coast Industrial Development Authority (the “Issuer”) and Microgy Holdings (the “Loan Agreement”), (ii) a Trust Indenture Agreement, dated October 1, 2006, between the Issuer and Wells Fargo, N.A., as Trustee (the “Indenture”), which financing transaction will have direct material benefits to EPC, and one of the conditions of such transaction is that Microgy Holdings and EPC enter into this Tax Sharing Agreement.
AGREEMENT
1. Definitions . Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Loan Agreement.
2. Preparation of Tax Returns . EPC shall prepare, pursuant to the terms of that certain Management Services Agreement executed contemporaneously herewith, or if such agreement has been terminated, pursuant to the terms of this Section 1, any and all tax returns required to be filed by Microgy Holdings and/or the Subsidiaries with any taxing authority (federal, state, local or otherwise) regardless of whether such tax returns can be prepared on a consolidated basis. EPC shall undertake such preparation (as well as the preparation o
