Course 13 of 20 · Emissions and Carbon Desk Academy

Emissions Reduction Purchase Agreements

Stage D, Structured purchase, financing and portfolio specialisation. Level 7 of 10.

Long-dated offtake structuring with a project counterparty, including volume flexibility, milestone conditions and termination.

125 chapters · 12 modules · every chapter one 8 to 10 minute explainer · builds on: Course 04, Course 08, Course 11

Enrol or enquire See the 125 chapters
How a chapter is delivered

One chapter is one idea taken to the point of use

Each chapter covers one idea to the point where you can use it, and comes two ways: a narrated explainer, and a deep dive audio discussion of around thirty minutes that works the same material at depth.

Self-paced throughout, and the same chapters can be taught as a cohort. Chapters run in order: each one assumes only what the chapters before it taught, and capability belonging to a later course is named and deferred rather than half-covered.

Curriculum

12 modules · 125 chapters

Open any module for its full chapter list, in teaching order.

M0 What a Long-Dated Offtake From a Project Really Is Ch 1-10
  1. A Forward Sale of Reductions Not Yet Achieved
  2. Why No Project Can Promise You a Tonnage
  3. Signing Before the Project Exists
  4. Buying Issued Units Against Contracting Future Ones
  5. Two Seats, and Why Every Chapter Names One
  6. What the Buyer Gets Beyond the Units
  7. What the Project Gets Beyond the Payment
  8. The Five Decisions Every Offtake Has to Settle
  9. Fifteen Years of Assumption, Honestly Labelled
  10. Where the Offtake Thread Starts and Stops
M1 The Project Counterparty and Its Incentives Ch 11-20
  1. The Developer Is Not a Trading Counterparty
  2. Reading a Project Company's Accounts
  3. The Vehicle, the Parent and the Guarantee
  4. Why the Project Wants Your Signature First
  5. The Other Buyers Already in the Queue
  6. Landowners, Communities and the Revenue Share
  7. The Implementing Partner Between Contract and Ground
  8. What a Developer Fears in a Long Agreement
  9. Diligence on the Entity, Not the Project
  10. The Counterparty to Decline Before Structuring
M2 The Contract Quantity Nobody Can Promise Ch 21-31
  1. Four Things All Called Volume
  2. Where the Ex Ante Estimate Comes From
  3. A Fixed Quantity Each Period
  4. A Percentage of Whatever Is Issued
  5. The Whole Output of One Named Project
  6. A Floor With the Upside Left Unsold
  7. Choosing Between the Four, From the Buyer's Seat
  8. The Same Four Structures, From the Project's Seat
  9. Vintage Definition Inside a Multi-Year Entitlement
  10. Crediting Period Length as a Quantity Boundary
  11. Writing a Quantity Clause Both Sides Read Alike
M3 Volume Flexibility and Who Holds the Latitude Ch 32-43
  1. Flexibility Is Granted by Someone
  2. The Downward Tolerance the Buyer Grants
  3. The Upward Call the Project Grants
  4. Why a Band Is Not Symmetrical in Value
  5. Shortfall Inside the Band and Beyond It
  6. Over-Issuance and Who Claims the Surplus
  7. Make-Up Delivery in a Later Vintage
  8. Carry-Forward of an Unused Entitlement
  9. Notice Dates Decide What Flexibility Is Worth
  10. A Band the Project Cannot Actually Use
  11. Deciding How Much Latitude to Grant
  12. Reading a Flexibility Package the Right Way Round
M4 Conditions Precedent and the Milestone Schedule Ch 44-55
  1. A Condition Precedent Protects One Party
  2. Methodology Approval as the First Gate
  3. Validation and Registration as Gating Events
  4. Financial Close as the Project's Own Condition
  5. Construction Completion and the Commissioning Evidence
  6. The First Monitoring Period and Its Report
  7. First Issuance as the Event That Starts Delivery
  8. Host Country Approval, Named and Deferred
  9. Sequencing a Schedule So Each Gate Is Testable
  10. Fixed Dates, Windows and Rolling Deadlines
  11. Waiver as the Buyer's Live Decision
  12. Conditions That Continue After Signature
M5 Milestone Failure, Cure and the Long-Stop Ch 56-65
  1. The Milestone That Slips Four Months
  2. Cure Periods and What Counts as Cured
  3. Automatic Extension Against Negotiated Extension
  4. The Long-Stop Date and What Happens There
  5. Tying Consequences to Milestones Without Advancing Cash
  6. Step-In Rights the Project Grants
  7. Replacing the Implementing Partner Mid-Term
  8. Substituting a Different Activity Under One Agreement
  9. Watching Progress Without Running the Project
  10. A Milestone Schedule Revisited Two Years In
M6 Price Across a Long Term Ch 66-75
  1. What a Fifteen-Year Fixed Price Actually Fixes
  2. Escalation Written as a Formula
  3. The Price Reopener and Its Trigger
  4. Benchmark Review Against a Named Reference
  5. Floors, Ceilings and the Corridor Between
  6. A Price Linked to a Share of Market
  7. Different Prices for Different Vintage Years
  8. Who Keeps the Gain If the Project Beats Forecast
  9. Arguing About a Price the Formula Produced
  10. Where This Material Stops on Price
M7 Rights Over Future Output and Later Vintages Ch 76-85
  1. Exclusivity: What the Project Agrees Not to Do
  2. Right of First Offer on Surplus Volume
  3. Right of First Refusal and the Matching Test
  4. An Option to Extend, Held by the Buyer
  5. An Option to Expand Volume at Agreed Terms
  6. The Second Crediting Period and Who Can Claim It
  7. Reserving Co-Benefit Attributes in the Contract
  8. Assignment, Novation and the Buyer That Sells On
  9. Change of Control on the Project Side
  10. Rights Not Worth Asking For
M8 Change Events Across a Long Term Ch 86-95
  1. A Methodology Revised Mid-Contract
  2. A Programme That Raises Its Requirements
  3. Change of Law Where the Activity Sits
  4. A Compliance Obligation Lands on the Same Reductions
  5. Project Modification and the Contract It Breaks
  6. Force Majeure on a Project Site
  7. Underperformance Nobody Is Responsible For
  8. Reversal and Buffer, Named and Deferred
  9. The Hardship Clause and What It Invites
  10. Allocating Change Risk Before the Change
M9 Termination and What It Settles Ch 96-106
  1. Termination Is a Remedy, Not an Exit
  2. Grounds on Which the Buyer May Terminate
  3. Grounds on Which the Project May Terminate
  4. Insolvency of the Project Company
  5. Notice, Consultation and the Steps Before Ending
  6. Termination for Convenience and Its Price
  7. Computing the Termination Payment
  8. Which Way the Termination Sum Flows
  9. Delivered Units After the Agreement Ends
  10. Clauses That Outlive the Agreement
  11. One Termination Argued From Both Seats
M10 Negotiating and Documenting the Offtake Ch 107-115
  1. The Term Sheet and What It Must Settle
  2. What to Agree First, and Why Order Matters
  3. The Clauses Where Value Actually Moves
  4. Standard Forms and When to Depart From Them
  5. The Approval Memorandum for a Long Commitment
  6. Negotiating With a Project That Has No Alternative
  7. Walking Away From a Signed Term Sheet
  8. Handing a Signed Offtake to Administration
  9. Reading the Whole Agreement Back for Inversions
M11 A Worked Offtake From Term Sheet to Delivery Ch 116-125
  1. The Brief: One Landfill Gas Project, Twelve Years
  2. Structuring the Quantity, Part One: The Choice
  3. Structuring the Quantity, Part Two: The Drafting
  4. Setting the Milestone Schedule for This Build
  5. Writing the Flexibility Package for This Deal
  6. Choosing the Price Mechanism for This Term
  7. The Agreement as Signed, and What Was Conceded
  8. Years One to Four as They Actually Ran
  9. Year Five: A Gate Missed and the Response
  10. What Offtake Structuring Cannot Do

The brochure gives each of these 125 chapters a paragraph on what it covers and what you can do once you have worked through it.

This is course 13 of twenty

It stands alone, and it is also the entry point to the Emissions and Carbon Desk Academy pathway.

Enrol or enquire See the whole pathway