ESG Adjustments Clause Samples
The ESG Adjustments clause establishes how environmental, social, and governance (ESG) factors are incorporated into the terms of an agreement. It typically outlines specific criteria or benchmarks related to ESG performance that parties must meet, and may provide for adjustments to pricing, obligations, or other contractual terms based on compliance with these standards. This clause ensures that ESG considerations are formally integrated into the contract, incentivizing responsible practices and aligning the agreement with broader sustainability goals.
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ESG Adjustments. (a) After the Second Amendment Effective Date, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the Applicable Margin applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) will be made (but no adjustments shall be permitted to the Facility Fee); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a decrease of 0.02% per annum. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness of any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modifi...
ESG Adjustments. (a) The Borrowers, in consultation with the Sustainability Coordinator, may establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrowers. The Sustainability Coordinator and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. (Eastern time), on the tenth (10th) Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders object to such ESG Amendment. If the Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrowers and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPIs, certain adjustments (decrease or no adjustment) to the otherwise Applicable Base Rate Margin, Applicable SOFR Rate Margin and Applicable Letter of Credit Fee Percentage will be made; provided that the amount of such adjustments shall not exceed five (5.0) basis points, provided that in no event shall the Applicable Base Rate Margin, Applicable SOFR Rate Margin or Applicable Letter of Credit Fee Percentage be less than zero. The pricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the United States Mine Safety and Health Administration or other independent governmental organization and is to be agreed between the Borrowers and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment:
(i) any modification to the ESG Pricing Provisions which has the effect of reducing the Applicable Base Rate Margin, Applicable SOFR Rate Margin and Applicable Letter of Credit Fee Percentage to a level not otherwise permitted by Section 3.11(a) shall be subject to the consent of all Lenders; and
(ii) any other modification to the ESG Pricing Provisions (other than as provided for in Section 3.11(a)(i) above) shall be subject only to the consent of the Required Lenders.
(b) The...
ESG Adjustments. Prior to the 12 month anniversary of the Effective Date, the Borrower, in consultation with the Sustainability Structuring Agent, may in its sole discretion seek to establish additional specified key performance indicators with respect to certain environmental, social and governance (“ESG”) goals of the Parent, the Borrower and their Subsidiaries (such indicators, “ESG KPI Metrics”) and thresholds or targets with respect thereto (in either case, such thresholds or targets, “SPTs”). The Administrative Agent and the Borrower (each acting reasonably and in consultation with the Sustainability Structuring Agent) may propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the ESG KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement in connection with the Revolving Credit Facility and the Tranche B Term Loan Facility. Any such ESG Amendment shall become effective upon (i) receipt by the Lenders of a lender presentation in regard to the ESG KPI Metrics and SPTs from the Borrower no later than five (5) Business Days before the proposed effective date of such proposed ESG Amendment, (ii)
ESG Adjustments. 67 Article III TAXES, YIELD PROTECTION AND ILLEGALITY........................................................................................ 68 3.01........... Taxes.................................................................................................................................................................... 68