Common use of Assignment, Amendment and Termination of Off-Take Agreement Clause in Contracts

Assignment, Amendment and Termination of Off-Take Agreement. (a) MSCG or DCR as applicable shall deliver not less than 10 Business Days prior written notice to Statoil of any proposed assignment by MSCG or DCR of the Off-Take Agreement. Neither MSCG nor DCR shall assign its rights under the Off-Take Agreement in any manner that would materially and adversely affect Statoil’s rights hereunder without Statoil’s prior written consent. Notwithstanding the foregoing, any assignment by MSCG of its rights under the Off-Take Agreement that is expressly subject to the terms of this Agreement shall not require Statoil’s prior written consent; provided, however, if Statoil reasonably determines that any such assignment would materially and adversely affect Statoil’s rights hereunder, then Statoil shall have the unilateral right to terminate the Supply Agreement and/or this Agreement under the provisions thereof and hereof applicable to a default by the non-Statoil parties. (b) MSCG and DCR shall not, without Statoil’s prior written consent, amend the Off-Take Agreement in any manner that would: (i) alter the terms of MSCG’s payment obligations, DCR’s enforcement rights with respect to the MS Receivables or any defined term used herein that is defined by reference to the Off-Take Agreement; (ii) modify the methodology for determining Other Costs or any other factor that would modify the calculation of the Base Barge Price; (iii) modify the timing of MSCG’s payment obligations or (iv) modify MSCG’s offset or similar rights. (c) MSCG shall deliver to Statoil written notice of any default, or Event of Default, by DCR under or any Early Termination Event with respect to or any early termination of the Off-Take Agreement contemporaneously with any notice thereof delivered to DCR. (d) DCR shall deliver to Statoil written notice of any default, or Event of Default, by MSCG under or any Early Termination Event with respect to or any early termination of the Off-Take Agreement contemporaneously with any notice thereof delivered to MSCG.

Assignment, Amendment and Termination of Off-Take Agreement. (a) MSCG or DCR PBO as applicable shall deliver not less than 10 Business Days prior written notice to Statoil of any proposed assignment by MSCG or DCR PBO of the Off-Take Agreement. Neither MSCG nor DCR PBO shall assign its rights under the Off-Take Agreement in any manner that would materially and adversely affect Statoil’s rights hereunder without Statoil’s prior written consent. Notwithstanding the foregoing, any assignment by MSCG of its rights under the Off-Take Agreement that is expressly subject to the terms of this Agreement shall not require Statoil’s prior written consent; provided, however, if Statoil reasonably determines that any such assignment would materially and adversely affect Statoil’s rights hereunder, then Statoil shall have the unilateral right to terminate the Supply Agreement and/or this Agreement under the provisions thereof and hereof applicable to a default by the non-Statoil parties. (b) MSCG and DCR PBO shall not, without Statoil’s prior written consent, amend the Off-Take Agreement in any manner that would: (i) alter the terms of MSCG’s payment obligations, DCRPBO’s enforcement rights with respect to the MS Receivables or any defined term used herein that is defined by reference to the Off-Take Agreement; (ii) modify the methodology for determining Other Costs or any other factor that would modify the calculation of the Base Barge Price; (iii) modify the timing of MSCG’s payment obligations or (iv) modify MSCG’s offset or similar rights. (c) MSCG shall deliver to Statoil written notice of any default, or Event of Default, by DCR under or any Early Termination Event with respect to or any early termination of the Off-Take Agreement contemporaneously with any notice thereof delivered to DCR. (d) DCR shall deliver to Statoil written notice of any default, or Event of Default, by MSCG under or any Early Termination Event with respect to or any early termination of the Off-Take Agreement contemporaneously with any notice thereof delivered to MSCG.

Assignment, Amendment and Termination of Off-Take Agreement. (a) MSCG or DCR PBO as applicable shall deliver not less than 10 Business Days prior written notice to Statoil of any proposed assignment by MSCG or DCR PBO of the Off-Take Agreement. Neither MSCG nor DCR PBO shall assign its rights under the Off-Take Agreement in any manner that would materially and adversely affect Statoil’s rights hereunder without Statoil’s prior written consent. Notwithstanding the foregoing, any assignment by MSCG of its rights under the Off-Take Agreement that is expressly subject to the terms of this Agreement shall not require Statoil’s prior written consent; provided, however, if Statoil reasonably determines that any such assignment would materially and adversely affect Statoil’s rights hereunder, then Statoil shall have the unilateral right to terminate the Supply Agreement and/or this Agreement under the provisions thereof and hereof applicable to a default by the non-Statoil parties. (b) MSCG and DCR PBO shall not, without Statoil’s prior written consent, amend the Off-Take Agreement in any manner that would: (i) alter the terms of MSCG’s payment obligations, DCRPBO’s enforcement rights with respect to the MS Receivables or any defined term used herein that is defined by reference to the Off-Take Agreement; (ii) modify the methodology for determining Other Costs or any other factor that would modify the calculation of the Base Barge Price; (iii) modify the timing of MSCG’s payment obligations or (iv) modify MSCG’s offset or similar rights. (c) MSCG shall deliver to Statoil written notice of any default, or Event of Default, by DCR PBO under or any Early Termination Event with respect to or any early termination of the Off-Take Agreement contemporaneously with any notice thereof delivered to DCRPBO. (d) DCR PBO shall deliver to Statoil written notice of any default, or Event of Default, by MSCG under or any Early Termination Event with respect to or any early termination of the Off-Take Agreement contemporaneously with any notice thereof delivered to MSCG.