Offtake Inventory definition
Examples of Offtake Inventory in a sentence
For the avoidance of doubt, any volumes of Environmental Attributes relating to an Index-Based Purchase shall count toward Opal’s obligations herein with respect to the Offtake Inventory (and the Minimum RIN Volume and the Minimum LCFS Volume).
For the avoidance of doubt, in the event that Opal is successful in selling the Excluded Offtake Inventory (or any portion thereof), then NEM shall not be entitled to any compensation in connection therewith.
Opal hereby agrees and covenants throughout the Term to undertake (and cause its Affiliates, including TruStar, Opal Environmental Credit Marketing LLC, and Opal Construction LLC, to undertake) all actions that are reasonably necessary to cause the prompt generation, issuance, Transfer and delivery of the Opal EA Inventory into Opal’s Accounts for subsequent Transfer of the Offtake Inventory into NEM’s Accounts as contemplated herein.
Notwithstanding the occurrence of the Execution Date, and subject to the remainder of this Article 2 and any other early termination right expressly contemplated herein, the Parties’ respective obligations under Article 3, Article 5, Article 6 and Article 7 (and any other related provisions) with respect to the purchase and sale of the Offtake Inventory (and the Minimum RIN Volume and the Minimum LCFS Volume) shall only begin on January 1, 2022 (the “Commencement Date”).
Opal shall have the right to undertake the sale or sales of the Excluded Offtake Inventory without the assistance of NEM, and any such undertaking by Opal shall not constitute a breach of Opal’s exclusivity obligations hereunder as to the Excluded Offtake Inventory (or any portion thereof).
For the avoidance of doubt, any volumes of Environmental Attributes relating to a Negotiated Purchase shall count toward Opal’s obligations herein with respect to the Offtake Inventory (and the Minimum RIN Volume and the Minimum LCFS Volume).
Notwithstanding the foregoing, Opal shall have the right (from time to time) to request that NEM undertake the purchase and sales of the Excluded Offtake Inventory (or any portion thereof) in a manner generally consistent with this Agreement, in which event NEM shall notify Opal in writing whether NEM is willing (in NEM’s sole discretion) to undertake such purchase and sales obligations with the respect to the relevant Excluded Offtake Inventory (or the portion thereof).
Notwithstanding anything to the contrary contained herein and always subject to NEM’s rights in Section 6.5 and in Section 7.3, from and after the Commencement Date and throughout the Term, the Parties may agree (in writing) that NEM will pay for a portion of the Offtake Inventory and certain Received Volumes (with such relevant volumes to also be documented in writing between the Parties) on the basis of the relevant Negotiated Purchase Price (each a “Negotiated Purchase”).
Additionally (and not in lieu of the foregoing sentence), as and when requested by NEM (and at least on a monthly basis), Opal shall provide to NEM such additional documentation, data and reports of Opal and its Affiliates as necessary to evidence and demonstrate the Contracted Inventory, the Opal EA Inventory, the Excluded Offtake Inventory, and the Offtake Inventory.
Notwithstanding the foregoing, the Parties acknowledge and agree that such Transfers may subsequently originate from Accounts owned or controlled by Opal Affiliate(s) other than TruStar, which may result in “Opal Environmental Credit Marketing LLC” being the entity that takes delivery of substantially all of the Opal EA Inventory into its Accounts for subsequent Transfer of the Offtake Inventory to NEM as contemplated herein.