Partial Completion Buydown Clause Samples
A Partial Completion Buydown clause allows for a reduction in the purchase price or payment obligations when only a portion of a project or deliverable is completed by a specified deadline. In practice, this clause sets out the terms under which the buyer may pay less if the seller delivers less than the full scope, often specifying a formula or percentage adjustment based on the actual work completed. Its core function is to allocate risk and incentivize timely, complete performance by ensuring the buyer only pays for what is actually delivered.
Partial Completion Buydown. As of the Effective Date, Systems with aggregate system capacity of [***] MW have achieved COO. The Company hereby informs the Holders that, as of the Effective Date, the Company anticipates that [***] MW of system capacity of Systems will achieve COO on or prior to the Date Certain, as such term is amended pursuant to this Amendment, and agrees that, pursuant to Section 9.18 of the Note Purchase Agreement, the Company shall prepay the Notes in the amount calculated pursuant to such Section 9.18 based on the actual aggregate system capacity of Systems that have achieved COO as of the Date Certain. For example, the Company would prepay the Notes in the aggregate amount of [***] on March 31, 2016 if 20.35 MW of system capacity of Systems have achieved COO on or prior to the Date Certain, plus accrued and unpaid interest thereon. The Company and each Holder of Notes whose name appears on the signature pages hereto and who constitute all of the Holders of the Notes as of the date hereof agree that each Holder of Notes shall have received, no later than 10 Business Days prior to the Date Certain, verification from the Independent Engineer that the re-calculation of the size of the Notes under the Base Case Projections complies with the requirements set forth in clauses (a), (b) and (c) of Section 9.18 of the Note Purchase Agreement.
Partial Completion Buydown. In the event that less than 30 MW of nameplate capacity of Systems have achieved COD on or prior to the Date Certain, then the Company shall within ten Business Days re-calculate the size of the Notes under the Base Case Projections by (a) reducing the Project capacity assumption therein to the actual Project nameplate capacity, (b) maintaining DSCR at a [***] minimum through the Maturity Date under the base case, (c) maintaining DSCR at [***] minimum through the Maturity Date under the Forced Outage Tariff Structure, and (d) otherwise changing no assumptions in the Base Case Projections. The Company’s calculations shall be subject to review and approval by the Required Holders (in consultation with the Independent Engineer). Any amount by which, after such review and approval, the original total principal amount of the Notes exceeds the revised total principal amount of the Notes is the “Buydown Amount.” The Company shall prepay the Notes in the aggregate amount of the Buydown Amount within 30 days of notification from the Required Holders (in consultation with the Independent Engineer) that the Company’s re-calculation has been approved by the Required Holders (in consultation with the Independent Engineer).
Partial Completion Buydown. In the event that upon expiration of the Availability Period the Projects in the aggregate consist of less than 10.2 MW of nameplate capacity of System Facilities having achieved COD, then Borrower shall within [***] Business Days re-calculate the size of the Loans under the Base Case Projections by (a) reducing the Project capacity assumption therein to the actual Project nameplate capacity, (b) maintaining DSCR at a [***] minimum through the Maturity Date under the base case, and (c) otherwise changing no assumptions in the Base Case Projections. Borrower’s calculations shall be subject to review and approval by the Required Lenders and by the Independent Engineer, provided that Borrower’s calculations shall be deemed approved unless the Administrative Agent notifies the Borrower that the Required Lenders and the Independent Engineer have disapproved such calculations within [***] Business Days of receiving such calculations. If the Administrative Agent notifies the Borrower that the Required Lenders and the Independent Engineer have disapproved such calculations, the Borrower may, within [***] Business Days of receipt of such notice, request to meet and confer with the Required Lenders and the Independent Engineer in order to reach agreement on such calculations. If the Borrower and the Required Lenders and the Independent Engineer are unable to reach agreement during such meeting, or if the Borrower fails to provide such calculations as required hereunder, the Required Lenders may determine the revised size of the Loans using their own calculations (such determination must be made in good faith and in consultation with the Independent Engineer and using the same methodology as specified in clauses (a) through (c) above); Borrower agrees that such determination of the Required Lenders will be final and binding on the Borrower, absent manifest error. Any amount by which, after such review and approval or determination, the outstanding amount of the Loans exceeds the revised Loan amount is the “Buydown Amount.” Borrower shall prepay Loans in the aggregate amount of the Buydown Amount within [***] days of notification from Administrative Agent that Borrower’s re-calculation has been approved by Required Lenders (or deemed approved) or notification from Administrative Agent of the Required Lenders’ determination of the revised size of the Loans, as applicable.