Climate Contract Playbook Edition 3
102
This entire clause should be subject to separate tax review following insertion into an SPA.
The definition of ‘Climate Targets’ is to be negotiated and agreed between the parties as part of the Head of Terms process. These will be based on the unique circumstances of the Company, including the Seller’s goals that they would like to incentivise and the Purchaser’s capabilities and strategy for the Company.
Notes for users
If any payment is made in accordance with clause 1.4, it is likely that the Escrow Account Manager will need to be informed.
The drafting assumes other terms will defined in the wider agreement such as ‘Purchase Price.’
Additional Definitions Buyer means [x] Carbon Footprint Standards means internationally recognised standards to measure, manage and demonstrate carbon credentials covering: a) organisations (including but not limited to the BEIS Voluntary Reporting Guidelines and the GHG Protocol Corporate Accounting and Reporting Standard); b) (projects, product and services (including but not limited to PAS 2050:2011, ISO 14001 and the GHG Protocol Product Life Cycle Accounting and Reporting Standard); and c) events (including but not limited to PAS2060/ISO 20121). Company means [x]. Climate Credentials means the following aspects of the Company: a) the existing carbon footprint of the Company, including particular projects, products or services, measure in accordance with a Carbon Footprint Standard; b) the sustainability committee of the Board chaired by a non-executive director with experience of improving sustainability and mitigating carbon footprint; and c) the purchase by the Company of electricity for its office [and factory] on a green tariff that uses 100% renewable energy [; and] [.] Climate Report means a report provided by a licensed professional to be agreed by the Seller and commissioned by the Buyer [3] months prior to the Repayable Consideration Condition Date to determine whether the Buyer has satisfied the Repayable Consideration Conditions. Climate Targets means: a) the Company [has demonstrated credible progress towards] achieving the Net Zero Target;
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