Extract Key Terms From Offtake Agreement

---
name: extract-key-terms-offtake-agreement-solar-storage
task_id: energy-natural-resources/extract-key-terms-from-offtake-agreement
description: Guides extraction and investment-committee presentation of key offtake agreement terms for a project acquisition by distinguishing standard from non-standard provisions, assessing assignability for the acquirer, and flagging credit-support, dispatch, force-majeure, tax, and financing-related issues that affect acquisition underwriting.
activates_for: [planner, solver, checker]
---

# Skill: Extract Key Terms from Offtake Agreement — Term Sheet Summary for Project Acquisition

## 1. Subject-matter triage
- Treat the PPA and related support materials as an acquisition-underwriting package, not a contract annotation exercise.
- Identify the governing commercial levers first: pricing, tenor, dispatch, credit support, assignment, termination, force majeure, tax economics, and financing protections.
- Separate core operative terms from background recitals and deal history; the summary should help an investment committee decide whether the contract is financeable and transferable.
- When multiple counterparties, phases, tranches, or facilities appear in the materials, enumerate them before analysis and assess each separately.

## 2. Failure modes the skill is correcting
- Baseline describes provisions without saying whether they are market-standard, non-standard, or valuation-relevant.
- Baseline misses threshold transfer issues, especially whether the agreement can be assigned to the acquisition entity on acceptable consent terms.
- Baseline fails to test credit support against the buyer’s underwriting needs and the offtaker’s practical credit profile.
- Baseline reads dispatch restrictions in narrative form without translating them into economic or operating constraints.
- Baseline overlooks lender-facing protections, including cure rights and limits on termination risk.
- Baseline treats force majeure and tax reopener language as boilerplate rather than location- and model-sensitive risk allocators.
- Baseline does not distinguish provisions that are merely unusual from those that are materially adverse to acquisition value or financing.

## 3. Legal frameworks / domain conventions that apply
- Investment committee term sheet convention: state the term, classify it as market-standard or non-standard, and explain why the deviation matters for acquisition underwriting.
- Contract interpretation convention: summarize the operative language as written, but tie the summary to the allocation of risk and economics rather than paraphrase alone.
- Assignability and consent convention: identify the assignment standard, any consent requirement, any permitted-transferee concept, and any change-of-control trigger that could impede closing.
- Credit support convention: evaluate whether the offtaker support package is unsecured, guaranteed, collateralized, letter-of-credit backed, or otherwise credit-enhanced, and whether that is consistent with project-finance expectations.
- Dispatch and operating-rights convention: for storage or curtailment-sensitive structures, translate dispatch limits into practical operating constraints and identify the revenue or availability consequences.
- Force majeure convention: test the clause against the project’s physical location and known regional hazard profile, and distinguish excuse of performance from cost allocation and termination rights.
- Tax adjustment convention: if the contract contains a tax credit or tax law reopener, identify whether the pricing adjustment works one way or both ways and whether the model reflects both directions.
- Financing-protection convention: determine whether lenders or an assignee can cure seller defaults, preserve the PPA, and avoid termination upon financing distress.
- Termination-payment convention: compare any termination payment cap or formula to the likely debt stack and contract value implications under the acquisition structure.
- Applicable authority should be cited when the summary relies on a legal proposition, including the governing contract section, statutory provision, regulation, or other controlling source identified in the materials.

## 4. Analytical scaffolds
- For each material provision, extract:
  - the operative term;
  - whether it is market-standard or non-standard;
  - why it is classified that way;
  - the acquisition or financing impact.
- For each flagged issue, close the analysis by:
  - anchoring it to a source term, threshold, or defined mechanism in the documents;
  - cross-referencing any interacting provision elsewhere in the package;
  - stating the downstream consequence for valuation, closing, financing, operations, or enforceability.
- For assignment:
  - identify the consent standard;
  - identify any required notice, qualification, or substitution mechanics;
  - assess whether the acquirer can realistically satisfy the standard;
  - flag any risk that consent could be withheld or delayed.
- For dispatch constraints:
  - identify the limitation mechanism;
  - translate it into operationally meaningful limits;
  - assess the likely revenue or flexibility impact relative to the underwriting case.
- For credit support:
  - identify the form and sufficiency of support;
  - compare it to what the project’s counterparty risk requires;
  - flag any shortfall as a financing or valuation issue.
- For force majeure:
  - identify the events included and excluded;
  - note whether governmental, supply-chain, weather, transmission, or cyber events are covered;
  - assess whether the clause is broad or narrow for the project’s location.
- For tax and termination provisions:
  - determine whether the clause reallocates economics symmetrically or asymmetrically;
  - identify any cap, floor, or carve-out;
  - assess whether the resulting exposure is consistent with the contemplated capital structure.
- Where multiple periods, scenarios, counterparties, or contract forms are present, analyze each separately rather than averaging them into one representative answer.

## 5. Vertical / structural / temporal relationships
- Map each term to the party bearing the risk and the party receiving the protection.
- Track how a provision changes over time: execution, COD, operational period, change of control, financing, default, termination, and assignment.
- If the agreement has milestone-based mechanics, identify what happens before and after each milestone and whether later rights depend on earlier notices or approvals.
- If a provision interacts with a schedule, exhibit, or ancillary document, state the dependency and whether the summary should read the clause together with that attachment.
- If the summary relies on a legal proposition, name the controlling authority or contract provision supporting the proposition rather than stating a bare conclusion.

## 6. Output structure conventions
- Produce a structured term sheet summary for an investment committee audience.
- Organize by conventional contract topics, not by the source document’s internal order unless that order is itself commercially meaningful.
- For each topic, include:
  - term description;
  - classification as market-standard or non-standard;
  - why it matters;
  - acquisition impact;
  - flag status for investment committee attention.
- Highlight non-standard items with concise explanatory notes that distinguish deviation from market practice and the resulting valuation, financing, or closing consequence.
- Include a distinct section for transferability/assignment, credit support, dispatch, force majeure, tax, and financing protections if those issues are present.
- Keep the summary self-contained and readable for decision-makers; do not bury the commercial conclusion in clause-level detail.
- End with practical next-step recommendations identifying the responsible role and the urgency of follow-up relative to signing, financing, or closing.