---
title: Climate Purchase Agreement and Underwriting Sponsor Warranties
excerpt: 
date: 2024-03-27T14:16:06Z
modified: 2025-07-23T11:13:25Z
file_type: md
permalink: clauses/climate-purchase-agreement-and-underwriting-sponsor-warranties.html
wpid: 2039
status: publish
type: clause
jurisdiction:
  - England &amp; Wales
maintenance-status:
  - Not maintained
practice-area:
  - Corporate, mergers and acquisitions (M&amp;A)
eleventyComputed:
  clause_child_name: "Dottie's Clause"
  clause_summary: Extension of director and major shareholder warranties and issuer/director undertakings in underwriting, sponsor and similar agreements in respect of environmental position and climate risk.
  clause_last_updated_date: 2021-09-23
layout: layouts/clause.njk
---

# Climate Purchase Agreement and Underwriting Sponsor Warranties

## Child’s name

Dottie's Clause

## Summary

Extension of director and major shareholder warranties and issuer/director undertakings in underwriting, sponsor and similar agreements in respect of environmental position and climate risk.

## What this clause does

Parties to underwriting, purchase and sponsor agreements can use this clause to incorporate climate warranties and undertakings from directors with a view to continuous improvement. This allows companies to address their progress to achieve net zero targets, resulting in improved transparency, accountability and performance against climate risk and impact metrics.

## Clause Content

**Additional Warranties**

1\. *\[Note: The following warranties may be added to the warranties schedule in the Placing Agreement, Underwriting Agreement, Purchase Agreement or other similar agreement.\]*

1.1 The Company’s \[historic/current\] environmental \[position/performance/record\] meets the Specified Metrics;

1.2 The Company and \[each of the subsidiaries\] have at all times complied with all Environmental Laws in force from time to time and there are no facts or circumstances that may lead to any breach of or liability under any Environmental Laws or liability in respect of Environmental Matters;

1.3 There have been no claims, investigations, prosecutions or other proceedings against or threatened against the Company \[or any of its subsidiaries\] or any of \[its\]/\[their\] respective directors, officers or employees in respect of any breach or alleged breach of any Environmental Laws, and there are no facts or circumstances that may lead to any such claims, investigations, prosecutions or other proceedings;

1.4 At no time has the Company \[or any of its subsidiaries\] received any notice, communication or information alleging any liability in relation to any Environmental Matters or that any works are required;

1.5 The Company has implemented in full the recommendations of the International Financial Reporting Standards Foundation (IFRS) in relation to the governance, strategy, risk management and disclosure of climate risks and opportunities;

1.6 The Company has carried out an \[independently verified\] assessment of its Carbon Footprint in accordance with international carbon reporting practice, being the accepted practice from time to time in relation to reporting for the purposes of the protocols to the United Nations Framework Convention on Climate Change and such assessment is accurate in all material respects;

1.7 The Company has set a Net Zero Target \[validated by the [Science Based Targets Initiative](https://sciencebasedtargets.org/)\] \[\[and\] a Carbon Budget\] \[and has signed up to [Race to Zero](https://racetozero.unfccc.int/system/race-to-zero/?_gl=1*y79oti*_ga*MjA2NDczMzIzMC4xNjk5MzY5NDIz*_ga_7ZZWT14N79*MTcwOTU2NzQxMy45LjEuMTcwOTU3MTExOC4wLjAuMA)\];

1.8 The Company has a plan to deliver the Net Zero Target and remain Net Negative thereafter, including an Offsetting Strategy, interim targets split into scope 1, 2 and 3 emissions (as defined by the GHG Protocol) reduction targets, continuous measured reduction and identifying a year on year percentage decarbonisation aligned with Paris Agreement Goals and an evaluation of how the Net Zero Target can be delivered in a way that promotes a just transition to a low carbon economy;

1.9 The Company has an environmental or sustainability policy which sets out its commitments and targets to improve its sustainability standards \[such policy includes how the Company would need to adapt in the event global temperature rise to 2°C above pre-industrial levels; includes a procurement policy that prioritises sustainable and local sourcing, implementation of circular economy principles and reducing food, plastic, water and other waste; \[INCLUDE OTHER SPECIFIC POLICIES\]\];

1.10 The Company has a board member or an executive committee who/which is primarily accountable for measurement, management and reporting on climate risks, and the Company’s Net Zero Target and Carbon Budget (if any) and which is advised by (or has one or more members that are) an appropriately qualified climate, sustainability or environmental consultant who has the fundamental skills and experience to diligently, competently and professionally advise on improving sustainability and mitigating carbon footprint;

1.11 The Company links executive or employee remuneration to the achievement of the interim targets and/or its Net Zero Target;

1.12 The Company’s employee pension scheme is invested in an ESG/green investment fund;

1.13 The Company provides climate and environmental training to its employees, personnel and contractors \[and business partners\], including details of the Company’s public and contractual commitments, targets and governance in relation to climate change and sustainability, the economic and social (e.g. health) benefits to the Company in reducing the workplace’s environmental impact and sustainable lifestyle changes and issues relating to the workplace;

1.14 The Company \[regularly\]\[INSERT TIME PERIOD\] assesses how its local and global stakeholders (including employees, clients, end customers and supply chain partners and their stakeholders) may be affected by climate change and a just transition to a low carbon economy and includes this \[and corresponding mitigation actions\] in its risk assessment and adaptation and risk mitigation plans;

1.15 The Company includes clauses within \[all of\] its contracts with other parties that enable its achievement of the Net Zero Target;

1.16 \[The Company has a strategy to engage in climate policy leadership and to enable others (including clients, suppliers and others in its sector and business network) to contribute to the global transition toward net zero through engagement, information sharing, access to finance, and capacity building;\]

1.17 The Company complies with all \[local minimum/living wage standards in all jurisdictions it has employees\] \[the applicable requirements in respect of wages, working hours, gender equality, labour contracts and occupational health and safety issues, set out in the International Labour Organisation of the United Nations\];

1.18 There are no regulatory or employee claims, breaches, investigations, enforcement, litigation action (pending or threatened) relating to unfair labour practices or human rights abuses;

1.19 The Company evaluates its lobbying activities, public policy positions and the activities and policies of \[affiliates or relevant trade associations\] to ensure alignment with Paris Agreement Goals\[.\]\[; and\]

1.20 \[The Company includes fiduciary duties that consider the environment and/or alignment with Paris Agreement Goals in its articles of association\]\[.\]\[; and\]

1.21 \[INSERT any bespoke warranties concerning the Company’s historic/current environmental position/performance/record\]\[.\]\[; and\]

1.22 \[INSERT any bespoke undertakings to address/monitor environmental/climate change risk relevant to the business on a continuing basis thereafter, including rectifying/ameliorating any identified problems or deficiencies\].
