Offtake Agreement. (See Attached) Certain identified information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. [Redacted] indicates that information has been omitted. Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and the Instructions as to Exhibits of Form 20-F. EXECUTION VERSION LITHIUM OFFTAKE AGREEMENT by and between LITHIUM AMERICAS CORP. and GENERAL MOTORS HOLDINGS LLC February 16, 2023 LITHIUM OFFTAKE AGREEMENT This Lithium Offtake Agreement (this "Agreement") is dated February 16, 2023 (the "Execution Date") and is between General Motors Holdings LLC (on behalf of itself and its affiliates and subsidiaries, collectively, "GM") and Lithium Americas Corp. ("Supplier"). GM and Supplier are sometimes referred to in this Agreement individually as a "Party" or collectively as the "Parties".
Offtake Agreement if requested by the Agent, use its commercially reasonable best efforts to procure consent from Teck Cominco with respect to the assignment of the Offtake Agreement to the Finance Parties.
Offtake Agreement. Agreements such as offtake agreements become of vital importance where a project is dependent on guaranteed offtake for its products3 because offtake agreements represent the source of revenue for the project. An Offtake agreement is a legal contract between two parties regarding specific amounts of goods to be delivered from one party to the other. It is usually used by energy producers like coal mines, power plants4 and also for extracting oil and gas. However, it has been used in some cases of toll transportation facilities, for example the Channel Tunnel.5 An offtake agreement may be made with a purchaser for the purchase of any output produced by the project, in order to divert market risk away from the project company and the lenders.6 In this agreement, the offtake purchaser has to pay for an amount of project service or procure a certain amount of project output over a given time. It therefore provides a secure supply of the required product for offtaker, and the ability to sell its products and secures the project payment stream for the project company.
Offtake Agreement. [Redacted – confidential information]
Offtake Agreement to facilitate the delivery and shipping of Products in accordance with the terms of the Offtake Agreement;
Offtake Agreement. Lion, XXXX and (by its acceptance hereof as indicated by its signature below) Xxxx agree that, unless Xxxxxxx Xxxxx otherwise agrees, and notwithstanding any provision to the contrary contained in the Offtake Agreement, the amount of the Receivable with respect to the April Shipment shall not be reduced by credit, debit, offset, recoupment, counterclaim or any other manner whatsoever, other than payment in cash held by the Collateral Agent as additional collateral hereunder or applied to the purchase price payable by XXXX to Saudi Arabian Oil Company under the Aramco Agreement.
Offtake Agreement. By reason of the fact that the Collateral consisting of rights under the Offtake Agreement secure Secured Obligations owing to the GS Related Parties but not Secured Obligations owing to Xxxx, the benefits of the Receivables arising under the Offtake Agreement shall (unless otherwise agreed by Xxxxxxx Sachs and Xxxx) be shared by them ratably in connection with the exercise of any remedies hereunder and under the Offtake Agreement by determining their respective ratable shares of such Receivables (calculated as if such Receivables did secure all of the Secured Obligations owing to them) and applying the share of the Proceeds of such Receivables allocable to the GS Related Parties under clause second of Section 9.2, it being acknowledged and agreed that Xxxx, as the Account Debtor with respect to such Receivables, may derive its corresponding benefit by exercising its right of set-off under the Offtake Agreement against an amount up to but not exceeding its ratable share (calculated as aforesaid) of such Receivables (calculated as aforesaid). If any Event of Default shall have occurred and be continuing, the Collateral Agent may apply the balance from the Collateral Account or instruct the bank at which the Collateral Account is maintained to pay the balance of the Collateral Account to or for the benefit of the Collateral Agent.
Offtake Agreement the Offtake Agreement to be entered into on the Closing Date by and among the Company, the Acquired Company and Valero Marketing pursuant to the Stock Purchase Agreement. Ordinary Course of Business: the ordinary course of business of the Company or its Subsidiary, consistent with past practices of the Company and the Acquired Company and undertaken in good faith. Organic Documents: with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person. OSHA: the Occupational Safety and Hazard Act of 1970.
Offtake Agreement. At any time, a Credit Party is in default of its obligations under any Offtake Agreement, subject to any applicable cure periods contained therein.
Offtake Agreement. A duly executed copy of each Offtake Agreement listed on Schedule VI hereto.
