--- title: Green Acquisition Obligations date: 2024-03-27T14:16:45Z modified: 2025-07-23T11:19:47Z permalink: "https://chancerylaneproject.org/clauses/green-acquisition-obligations/" type: clause status: publish excerpt: "" wpid: 2121 jurisdiction: - England & Wales maintenance-status: - Not maintained practice-area: - Corporate, mergers and acquisitions (M&A) clause_child_name: "Sienna's Clause" clause_summary: "

A share purchase/ asset purchase agreement clause requiring the purchaser to maintain/ improve the target company's green credentials post acquisition, linked to payment from escrow if successful.

" clause_last_updated_date: 2021-09-29 related_clauses: false --- Sienna’s Clause A share purchase/ asset purchase agreement clause requiring the purchaser to maintain/ improve the target company's green credentials post acquisition, linked to payment from escrow if successful. Sellers can ensure that the purchaser maintains and continues the progress the seller has invested in towards achieving net zero and climate targets. The purchaser is incentivised by earning back a payment held in an escrow account and by gaining a company that maintains a robust net zero transition plan. 1.1 Payment of the Repayable Consideration by the Seller from the Escrow Account via a notification to the Escrow Account Manager is conditional on the following conditions (the **Repayable Consideration Conditions**) being satisfied (as determined by the Seller in its sole discretion in the absence of manifest error) or waived by the Seller on the Repayable Consideration Condition Date: a) that, for the period commencing on the date of this Agreement and ending on the Repayable Consideration Condition Date, the Company has maintained its Climate Credentials (as evidenced by the Climate Report); and b) that, for the period commencing on the date of this Agreement and ending on the Repayable Consideration Condition Date, the Company has made reasonable efforts to achieve the Climate Targets (as evidenced by the Climate Report). 1.2 Within \[x\] days of the Repayable Consideration Condition Date, the Seller shall notify the Buyer that: a) the Repayable Consideration Conditions have been satisfied or waived; or b) the Repayable Consideration Conditions have not been satisfied or waived, providing written evidence of its calculations and outlining its reasons as to why the Repayable Consideration Conditions have not been satisfied, such date of notification being the **Determination Date**. 1.3 In the event the Seller fails to notify the Buyer by the Determination Date pursuant to paragraph 1.2 above the Seller shall be deemed to have notified the Buyer that the Repayable Consideration Conditions have been waived. 1.4 If the Repayable Consideration Conditions are satisfied or waived by the Seller pursuant to paragraphs 1.2 and 1.3 above, then the Seller shall pay to the Buyer the Repayable Consideration from the Escrow Account on the Repayable Consideration Payment Date within \[10 Business Days\] of the Determination Date.