(d) Article V: Title Transfer

Title and risk of loss for each Credit transfer to Buyer upon payment of the Unit Price. Supplier warrants that all Credits are validly issued, verified, and free from liens or claims. Delivery may occur by (i) transfer to Buyer's registry account, or (ii) retirement to Buyer's order, with appropriate certification provided to Buyer. Bankruptcy language aims to ensure that OSCAR qualifies as a 'forward contract' under U.S. law, protecting it from certain insolvency risks.

Comments

This section ensures legal certainty over ownership and protects against disputes about who 'owns' the Credits. It connects payment, registry transfer, and title passage, which is important for enforceability and recognition by auditors, buyers, and registries. For buyers, ownership certainty is critical: they must be able to report CDR credits without risk of later claw-back. The bankruptcy carve-outs are technical but important, ensuring enforceability even if the supplier fails financially. This shows how carbon transactions are increasingly treated like commodity trades.