Offtake Entitlement Clause Samples

Offtake Entitlement. 8.1 During the term of this Agreement for so long as there shall have been an Advance made hereunder and for so long as there shall be Advances outstanding under this Agreement that together with accrued interest thereon have not been repaid, upon the Lender's request the following preferential Offtake rights (the "Preferential Offtake Rights") shall be applicable: (a) unless and until the both the formation of the Consolidated Project and the Commencement of Production, the Borrower will allocate up to an annual amount of 6kt of the Borrower's entitlement under the Cauchari-Olaroz Project Offtake Agreement to the Lender on substantially the same terms and conditions as provided for in the Cauchari-Olaroz Project Offtake Agreement, to the extent any such Offtake is available and is not otherwise allocated under any offtake agreements entered into by the Borrower and in effect as of the date of this Agreement, as the same may be amended, modified or ‎restated from time to time; and (b) commencing as at and from both the formation of the Consolidated Project and the Commencement of Production, the Borrower will allocate a portion of its Offtake entitlement from Phase 1 of the Consolidated Project, to a maximum equal to the lesser of 6kt LCE or 50% of the Borrower's Phase 1 Offtake entitlement on an annual basis. The terms and conditions for such Offtake shall be the same as provided for in the offtake agreements to be entered into by Millennial and its shareholders with respect to the purchase and sale of Offtake from the Consolidated Project (the "Offtake Agreement"). 8.2 Commencing as of the month following the date upon which the Borrower shall have repaid all Advances outstanding under this Agreement together with accrued interest, the Lender's Preferential Offtake Rights shall terminate and the Lender's right to purchase Offtake from the Consolidated Project shall be as set forth in the Offtake Agreement, provided that, for the avoidance of doubt, such termination shall occur only upon the full and irrevocable repayment in cash of all such amounts and shall not be deemed to have occurred solely as a result of any temporary repayment, prepayment, refinancing, replacement or restructuring of any Advance or of this Agreement to the extent that the Lender continues to have any outstanding economic exposure in respect thereof. 8.3 If the Lender's Preferential Offtake Rights shall terminate pursuant to the provisions of Section 8.2, but subsequently the Borro...