6394266 offset purchase agreements: key issues ron ezekiel fasken martineau 604 631 4708
DESCRIPTION
Transaction Structure Who is the Vendor? Project Proponent Aggregator Other? Who is the Purchaser? Financial PositionTRANSCRIPT
Outline
Transaction StructurePurchase and SaleRepresentationsAudit / Further AssurancesSecurity / CreditDefault / Remedies
Transaction Structure
Who is the Vendor?Project ProponentAggregatorOther?
Who is the Purchaser?Financial Position
Transaction Structure
What is Being Bought / Sold?Offsets (risk on vendor)Rights capable of becoming offsets (risk on purchaser)
When Will the Transaction Occur?One-time tradeLong term supplyStatus of the Offset Project
Purchase and Sale
DeliveryDelivery schedule that sets out quantity and delivery dateDelivery by deposit to Purchaser’s account
PaymentTimingMeans
Representations
Can provide comfort on project statusProject milestonesOption to “refresh” representations
Representations
Confirmation that obvious issues have been addressed, like:
project start dateproject approvalsreductions or removals during registration periodno climate change incentivestitle
Audit / Further Assurances
Important until system is operational and we all understand exactly what is required
Security / Credit
Critical to mitigate long term supplySome parties may not have credit ratings, or options for a credit support providerProviding security is a cost (GSA / Letter of Credit)
Default / Remedies
Force MajeureChange in Law
Surplus risk
Limitations of LiabilityNo consequential lossReplacement offsetsCaps
Dispute Resolution
Questions?
Ron Ezekiel