Consequences of Force Majeure. 12.3.1 If a Party is affected by Force Majeure and the event is recognized as Force Majeure either by the other Party or by the application of Clause 6.2 or 6.3 of the LSA, the Parties shall not be relieved, by reason of Force Majeure, from any obligation to indemnify the other Party, to make any payment that is due and payable or to serve any notice unless expressly specified otherwise in this GC 12.3. 12.3.2 If Terminal Operator has suffered a single Force Majeure Event that results in Terminal Operator not being able to provide any part of the LNG Services, Shipper shall continue to pay the part of the Capacity Charge relating to the LNG Services which is still being provided by Terminal Operator. In relation to any part of the LNG Services that is not made available as a result of a single Force Majeure Event suffered by Terminal Operator, Shipper shall pay fifty (50) per cent of the applicable Capacity Charges for such LNG Services that Terminal Operator is not providing as a result of the Force Majeure Event for the period of three (3) weeks commencing on the date such Force Majeure Event occurs. During any Contract Year, Xxxxxxx’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of three (3) weeks of such payments. After the said term of three (3) Weeks, Shipper shall make no further payments to Terminal Operator in relation to LNG Services which Terminal Operator is not providing as a result of the Force Majeure Event, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Services pursuant to this LSA. Over the entire Service Term, commencing from the Service Start Date, Xxxxxxx’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of fifteen (15) weeks of such payments. If during any Contract Year a Force Majeure Event occurs during which, subject to the limitations set forth in the preceding sentences, Shipper would pay Terminal Operator fifty (50) per cent of the Capacity Charges, Shipper shall thereafter have no further obligation to make any payments to Terminal Operator in relation to such Force Majeure Event. 12.3.3 In the event performance by Terminal Operator under this LSA is substantially or totally impaired by a Force Majeure Event which is estimated to last for a period of more than twenty-four (24) consecutive Months pursuant to GC 12.2.1, Terminal Operator shall give notice hereof to Shipper within ninety (90) Days as from the date of the Force Majeure Event. Upon receipt of such notice, the Terminal Operator and the concerned Terminal Users (including Xxxxxxx) shall discuss in good faith, taking into account each Party’s legitimate interests to take any action in order to remedy or mitigate the effects of the Force Majeure. Absent an agreement within such 90 days, Shipper shall be entitled to either (i) terminate the concerned LNG Services; or (ii) for the services which the remaining duration is longer than the estimated duration of the Force Majeure, suspend the concerned service until the end of Force Majeure. When the actual duration of the Force Majeure exceeds the estimated duration of the Force Majeure, Shipper shall at such time be entitled to choose one of the possible options described above. 12.3.4 In case the Shipper has decided to terminate the concerned LNG Service, such termination shall occur upon (i) notice to terminate to the other Party, and (ii) such notice to terminate being given within ninety (90) Days as from the receipt of the notice of Force Majeure exceeding 24 Months or as the case may extended with the duration of the arbitration procedure when the duration of the Force Majeure Event is contested. In such event, such LNG Services shall terminate upon receipt of the notice to terminate by the other Party and each Party’s liabilities shall be limited to those accrued prior to the date of such termination. For the avoidance of doubt Shipper shall make payments due pursuant to GC 12.3.2 in relation to the LNG Services that Terminal Operator is not providing. 12.3.5 If a Force Majeure Event within the Port (excluding for Adverse Weather Conditions but not excluding damage to the Port caused by such Adverse Weather Conditions) or Segment 1 but not at the LNG Terminal affects, in whole or in part, the ability of Shipper to use the LNG Services made available by Terminal Operator, GC 12.3.2 and GC 12.3.3 shall apply as far as payment of the Capacity Charges by Shipper is concerned for such LNG Services which Shipper is unable to use during the duration of such Force Majeure Event and Shipper and Terminal Operator shall have the right to terminate the affected LNG Service if such Force Majeure Event qualifies as a Force Majeure Event of more than twenty (24) Months.
Appears in 2 contracts
Samples: LNG Services Agreement, LNG Services Agreement
Consequences of Force Majeure. 12.3.1 If 17.3.1 [During the pendency of a Party is affected by Force Majeure and the event is recognized as Force Majeure either by the other Party or by the application of Clause 6.2 or 6.3 of the LSAMajeure, the Parties Seller shall not be relievedentitled to receive Capacity Payments or Energy Payments [or Supplemental Payments] from the Purchaser; except that if such Force Majeure affects only part of the Plant, then the Capacity Payments [and Supplemental Payments] during the pendency of such Force Majeure shall be pro-rated to reflect the portion of the Plant not affected thereby, and the Seller shall be entitled to receive such pro- rated Capacity Payments [and Supplemental Payments] and Energy Payments for electrical energy actually delivered to the Purchaser.]
17.3.2 Neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in complying with its obligations under or pursuant to this Agreement which it cannot perform due solely to one or more Force Majeure or its or their effects or by any combination thereof.
17.3.3 The periods allowed for the performance by the Parties of the obligation(s) referred to in Clause 17.3.1 shall be extended on a day-for-day basis for so long as one or more Force Majeure continues to affect materially and adversely the performance of such Party of such obligation(s) under or pursuant to this Agreement.
17.3.4 Notwithstanding Clauses 17.3.1 and 17.3.3 above, no relief shall be granted to the Party claiming Force Majeure pursuant to this Clause 17.3 to the extent that such failure or delay would have nevertheless been experienced by that Party had such Force Majeure not occurred.
17.3.5 the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation, by reason of Force Majeure, from any obligation to indemnify delivering a Termination Notice on the other Party, to make any payment that is due and payable or to serve any notice unless expressly specified otherwise deliver a Transfer Notice in this GC 12.3accordance with Clause Error! Reference source not found.
12.3.2 If Terminal Operator has suffered a single , if an event of Force Majeure Event that results in Terminal Operator not being able to provide any part of delays the LNG Services, Shipper shall continue to pay the part of the Capacity Charge relating other Party's performance for a period greater than (a) six (6) consecutive Months prior to the LNG Services which is still being provided by Terminal Operator. In relation to any part of the LNG Services that is not made available as a result of a single Force Majeure Event suffered by Terminal Operator, Shipper shall pay fifty Commercial Operations Date or (50b) per cent of the applicable Capacity Charges for such LNG Services that Terminal Operator is not providing as a result of the Force Majeure Event for the period of three (3) weeks commencing on the date such Force Majeure Event occurs. During any Contract Year, Xxxxxxx’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of three (3) weeks of such payments. After the said term of three (3) Weeks, Shipper shall make no further payments to Terminal Operator in relation to LNG Services which Terminal Operator is not providing as a result of the Force Majeure Event, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Services pursuant to this LSA. Over the entire Service Term, commencing from the Service Start Date, Xxxxxxx’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of fifteen (15) weeks of such payments. If during any Contract Year a Force Majeure Event occurs during which, subject to the limitations set forth in the preceding sentences, Shipper would pay Terminal Operator fifty (50) per cent of the Capacity Charges, Shipper shall thereafter have no further obligation to make any payments to Terminal Operator in relation to such Force Majeure Event.
12.3.3 In the event performance by Terminal Operator under this LSA is substantially or totally impaired by a Force Majeure Event which is estimated to last for a period of more than twenty-four (24) consecutive Months pursuant to GC 12.2.1, Terminal Operator shall give notice hereof to Shipper within ninety (90) Days as from after the date of the Force Majeure Event. Upon receipt of such notice, the Terminal Operator and the concerned Terminal Users (including Xxxxxxx) shall discuss in good faith, taking into account each Party’s legitimate interests to take any action in order to remedy or mitigate the effects of the Force Majeure. Absent an agreement within such 90 days, Shipper shall be entitled to either (i) terminate the concerned LNG Services; or (ii) for the services which the remaining duration is longer than the estimated duration of the Force Majeure, suspend the concerned service until the end of Force Majeure. When the actual duration of the Force Majeure exceeds the estimated duration of the Force Majeure, Shipper shall at such time be entitled to choose one of the possible options described aboveCommercial Operations Date.
12.3.4 In case the Shipper has decided to terminate the concerned LNG Service, such termination shall occur upon (i) notice to terminate to the other Party, and (ii) such notice to terminate being given within ninety (90) Days as from the receipt of the notice of Force Majeure exceeding 24 Months or as the case may extended with the duration of the arbitration procedure when the duration of the Force Majeure Event is contested. In such event, such LNG Services shall terminate upon receipt of the notice to terminate by the other Party and each Party’s liabilities shall be limited to those accrued prior to the date of such termination. For the avoidance of doubt Shipper shall make payments due pursuant to GC 12.3.2 in relation to the LNG Services that Terminal Operator is not providing.
12.3.5 If a Force Majeure Event within the Port (excluding for Adverse Weather Conditions but not excluding damage to the Port caused by such Adverse Weather Conditions) or Segment 1 but not at the LNG Terminal affects, in whole or in part, the ability of Shipper to use the LNG Services made available by Terminal Operator, GC 12.3.2 and GC 12.3.3 shall apply as far as payment of the Capacity Charges by Shipper is concerned for such LNG Services which Shipper is unable to use during the duration of such Force Majeure Event and Shipper and Terminal Operator shall have the right to terminate the affected LNG Service if such Force Majeure Event qualifies as a Force Majeure Event of more than twenty (24) Months.
Appears in 2 contracts
Consequences of Force Majeure. 12.3.1 If 17.3.1 [During the pendency of a Party is affected by Force Majeure and the event is recognized as Force Majeure either by the other Party or by the application of Clause 6.2 or 6.3 of the LSA, the Parties Seller shall not be relievedentitled to receive Capacity Payments or Energy Payments [or Supplemental Payments] from the Purchaser; except that if such Force Majeure affects only part of the Plant, then the Capacity Payments [and Supplemental Payments] during the pendency of such Force Majeure shall be pro-rated to reflect the portion of the Plant not affected thereby, and the Seller shall be entitled to receive such pro- rated Capacity Payments [and Supplemental Payments] and Energy Payments for electrical energy actually delivered to the Purchaser.]
17.3.2 Neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in complying with its obligations under or pursuant to this Agreement which it cannot perform due solely to one or more Force Majeure or its or their effects or by reason any combination thereof.
17.3.3 Neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in complying with its obligations under or pursuant to this Agreement which it cannot perform due solely to one or more Force Majeure or its or their effects or by any combination thereof.
17.3.4 The periods allowed for the performance by the Parties of the obligation(s) referred to in Clause 17.3.1 shall be extended on a day-for-day basis for so long as one or more Force MajeureMajeure continues to affect materially and adversely the performance of such Party of such obligation(s) under or pursuant to this Agreement.
17.3.5 Notwithstanding Clauses 17.3.1 and 17.3.4above, from any obligation no relief shall be granted to indemnify the Party claiming Force Majeure pursuant to this Clause 17.3 to the extent that such failure or delay would have nevertheless been experienced by that Party had such Force Majeure not occurred.
17.3.6 the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation,by delivering a Termination Notice on the other Party, to make any payment that is due and payable or to serve any notice unless expressly specified otherwise deliver a Transfer Notice in this GC 12.3.
12.3.2 If Terminal Operator has suffered a single accordance with Clause 19.4.2.4, if an event of Force Majeure Event that results in Terminal Operator not being able to provide any part of delays the LNG Services, Shipper shall continue to pay the part of the Capacity Charge relating other Party's performance for a period greater than (a) six (6)consecutive Months prior to the LNG Services which is still being provided by Terminal Operator. In relation to any part of the LNG Services that is not made available as a result of a single Force Majeure Event suffered by Terminal Operator, Shipper shall pay fifty Commercial Operations Date or (50b) per cent of the applicable Capacity Charges for such LNG Services that Terminal Operator is not providing as a result of the Force Majeure Event for the period of three (3) weeks commencing on the date such Force Majeure Event occurs. During any Contract Year, Xxxxxxx’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of three (3) weeks of such payments. After the said term of three (3) Weeks, Shipper shall make no further payments to Terminal Operator in relation to LNG Services which Terminal Operator is not providing as a result of the Force Majeure Event, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Services pursuant to this LSA. Over the entire Service Term, commencing from the Service Start Date, Xxxxxxx’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of fifteen (15) weeks of such payments. If during any Contract Year a Force Majeure Event occurs during which, subject to the limitations set forth in the preceding sentences, Shipper would pay Terminal Operator fifty (50) per cent of the Capacity Charges, Shipper shall thereafter have no further obligation to make any payments to Terminal Operator in relation to such Force Majeure Event.
12.3.3 In the event performance by Terminal Operator under this LSA is substantially or totally impaired by a Force Majeure Event which is estimated to last for a period of more than twenty-four (24) consecutive Months pursuant to GC 12.2.1, Terminal Operator shall give notice hereof to Shipper within ninety (90) Days as from after the date of the Force Majeure Event. Upon receipt of such notice, the Terminal Operator and the concerned Terminal Users (including Xxxxxxx) shall discuss in good faith, taking into account each Party’s legitimate interests to take any action in order to remedy or mitigate the effects of the Force Majeure. Absent an agreement within such 90 days, Shipper shall be entitled to either (i) terminate the concerned LNG Services; or (ii) for the services which the remaining duration is longer than the estimated duration of the Force Majeure, suspend the concerned service until the end of Force Majeure. When the actual duration of the Force Majeure exceeds the estimated duration of the Force Majeure, Shipper shall at such time be entitled to choose one of the possible options described aboveCommercial Operations Date.
12.3.4 In case the Shipper has decided to terminate the concerned LNG Service, such termination shall occur upon (i) notice to terminate to the other Party, and (ii) such notice to terminate being given within ninety (90) Days as from the receipt of the notice of Force Majeure exceeding 24 Months or as the case may extended with the duration of the arbitration procedure when the duration of the Force Majeure Event is contested. In such event, such LNG Services shall terminate upon receipt of the notice to terminate by the other Party and each Party’s liabilities shall be limited to those accrued prior to the date of such termination. For the avoidance of doubt Shipper shall make payments due pursuant to GC 12.3.2 in relation to the LNG Services that Terminal Operator is not providing.
12.3.5 If a Force Majeure Event within the Port (excluding for Adverse Weather Conditions but not excluding damage to the Port caused by such Adverse Weather Conditions) or Segment 1 but not at the LNG Terminal affects, in whole or in part, the ability of Shipper to use the LNG Services made available by Terminal Operator, GC 12.3.2 and GC 12.3.3 shall apply as far as payment of the Capacity Charges by Shipper is concerned for such LNG Services which Shipper is unable to use during the duration of such Force Majeure Event and Shipper and Terminal Operator shall have the right to terminate the affected LNG Service if such Force Majeure Event qualifies as a Force Majeure Event of more than twenty (24) Months.
Appears in 1 contract
Samples: Power Purchase Agreement
Consequences of Force Majeure. 12.3.1 If a Party is affected by Force Majeure and the event is recognized as Force Majeure either by the other Party or by the either in application of Clause 6.2 or 6.3 of the LSALTA, the Parties shall not be relieved, by reason of Force Majeure, from any obligation to indemnify the other Party, to make any payment that is due and payable or to serve any notice unless expressly specified otherwise in this GC 12.3.
12.3.2 notice. If Terminal Operator has suffered a single Force Majeure Event that results in Terminal Operator not being able to provide the Additional Berthing Right or Stand Alone Berthing Right (or Berthing Right as the case may be) and/or any part portion of the LNG ServicesServices under this LTA, Shipper shall continue to pay the part of the Capacity Charge relating to the Additional Berthing Right or Stand Alone Berthing Right (or Berthing Right as the case may be) and/or LNG Services which is still being provided by Terminal Operator. In relation to any part Additional Berthing Right or Stand Alone Berthing Right (or Berthing Right as the case may be) or portion of the LNG Services that is not made available as a result of a single Force Majeure Event suffered by Terminal Operator, Shipper shall pay fifty (50) per cent of the applicable Capacity Charges for such LNG Services that Terminal Operator is not providing as a result of the Force Majeure Event for the period of three (3) weeks commencing on the date such Force Majeure Event occurs. During any Contract Year, Xxxxxxx’s Shippers obligation to pay fifty (50) per cent of the Capacity Charges for LNG Services that Terminal Operator is not providing as a result of a Force Majeure Event shall be limited to a total of three (3) weeks of such payments. After the said term of three (3) WeeksFurther, Shipper shall make no further payments to Terminal Operator in relation to LNG Services which Terminal Operator is not providing as a result of the Force Majeure Event, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Services pursuant to this LSA. Over over the entire Service Term, commencing from the Service Start Date, Xxxxxxx’s obligation to pay fifty (50) per cent of the Capacity Charges for LNG Services that Terminal Operator is not providing as a result of a Force Majeure Event shall be limited to a total of fifteen (15) weeks of such payments. If during any Contract Year a Force Majeure Event occurs during which, subject to the limitations set forth in the preceding sentences, Shipper would pay Terminal Operator fifty (50) per cent of the Capacity Charges, Shipper shall thereafter have no further obligation to make any payments to Terminal Operator in relation to such Force Majeure Event.
12.3.3 In the event performance by Terminal Operator under this LSA is substantially or totally impaired by a Force Majeure Event which is estimated to last for a period of more than twenty-four (24) consecutive Months pursuant to GC 12.2.1, Terminal Operator shall give notice hereof to Shipper within ninety (90) Days as from the date of the Force Majeure Event. Upon receipt of such notice, the Terminal Operator and the concerned Terminal Users (including Xxxxxxx) shall discuss in good faith, taking into account each Party’s legitimate interests to take any action in order to remedy or mitigate the effects of the Force Majeure. Absent an agreement within such 90 days, Shipper shall be entitled to either (i) terminate the concerned LNG Services; or (ii) for the services which the remaining duration is longer than the estimated duration of the Force Majeure, suspend the concerned service until the end of Force Majeure. When the actual duration of the Force Majeure exceeds the estimated duration of the Force Majeure, Shipper shall at such time be entitled to choose one of the possible options described above.
12.3.4 In case the Shipper has decided to terminate the concerned LNG Service, such termination shall occur upon (i) notice to terminate to the other Party, and (ii) such notice to terminate being given within ninety (90) Days as from the receipt of the notice of Force Majeure exceeding 24 Months or as the case may extended with the duration of the arbitration procedure when the duration of the Force Majeure Event is contested. In such event, such LNG Services shall terminate upon receipt of the notice to terminate by the other Party and each Party’s liabilities shall be limited to those accrued prior to the date of such termination. For the avoidance of doubt Shipper shall make payments due pursuant to GC 12.3.2 in relation to the LNG Services that Terminal Operator is not providing.
12.3.5 If a Force Majeure Event within the Port (excluding for Adverse Weather Conditions but not excluding damage to the Port caused by such Adverse Weather Conditions) or Segment 1 but not at the LNG Terminal affects, in whole or in part, the ability of Shipper to use the LNG Services made available by Terminal Operator, GC 12.3.2 and GC 12.3.3 shall apply as far as payment of the Capacity Charges by Shipper is concerned for such LNG Services which Shipper is unable to use during the duration of such Force Majeure Event and Shipper and Terminal Operator shall have the right to terminate the affected LNG Service if such Force Majeure Event qualifies as a Force Majeure Event of more than twenty (24) Months.fifteen
Appears in 1 contract
Samples: LNG Terminalling Agreement
Consequences of Force Majeure. 12.3.1 If a Party the Contractor is affected prevented from performing any of its obligations under the Contract by Force Majeure of which notice has been given under sub-clause 23.12, and suffers delay and/or incurs additional costs by reason of such Force Majeure, the Contractor shall be entitled, subject to sub-clause Error: Reference source not found to - an extension of time for any such delay, if completion is or will be delayed, under sub-clause Error: Reference source not found, and if the event or circumstance is recognized as Force Majeure either by the other Party or by the application of Clause 6.2 or 6.3 of the LSAkind described in of sub-clauses 23.8 to 23.11 , payment of any such additional cost. After receiving this notice, the Parties shall not be relievedproceed in accordance with clause 23.12 to agree or determine these matters. Optional Termination, Payment and Release If the execution of substantially all the Services is prevented for a continuous period of 84 (eighty four) Days by reason of Force MajeureMajeure of which notice has been given under sub-clause 23.12, from any obligation to indemnify the other Party, to make any payment that is or for multiple periods which total more than 140 (one hundred and forty) days due and payable or to serve any notice unless expressly specified otherwise in this GC 12.3.
12.3.2 If Terminal Operator has suffered a single Force Majeure Event that results in Terminal Operator not being able to provide any part of the LNG Services, Shipper shall continue to pay the part of the Capacity Charge relating to the LNG Services which is still being provided by Terminal Operator. In relation to any part of the LNG Services that is not made available as a result of a single Force Majeure Event suffered by Terminal Operator, Shipper shall pay fifty (50) per cent of the applicable Capacity Charges for such LNG Services that Terminal Operator is not providing as a result of the Force Majeure Event for the period of three (3) weeks commencing on the date such Force Majeure Event occurs. During any Contract Year, Xxxxxxx’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of three (3) weeks of such payments. After the said term of three (3) Weeks, Shipper shall make no further payments to Terminal Operator in relation to LNG Services which Terminal Operator is not providing as a result of the Force Majeure Event, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Services pursuant to this LSA. Over the entire Service Term, commencing from the Service Start Date, Xxxxxxx’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of fifteen (15) weeks of such payments. If during any Contract Year a Force Majeure Event occurs during which, subject to the limitations set forth in the preceding sentences, Shipper would pay Terminal Operator fifty (50) per cent of the Capacity Charges, Shipper shall thereafter have no further obligation to make any payments to Terminal Operator in relation to such Force Majeure Event.
12.3.3 In the event performance by Terminal Operator under this LSA is substantially or totally impaired by a Force Majeure Event which is estimated to last for a period of more than twenty-four (24) consecutive Months pursuant to GC 12.2.1, Terminal Operator shall give notice hereof to Shipper within ninety (90) Days as from the date of the Force Majeure Event. Upon receipt of such notice, the Terminal Operator and the concerned Terminal Users (including Xxxxxxx) shall discuss in good faith, taking into account each Party’s legitimate interests to take any action in order to remedy or mitigate the effects of the Force Majeure. Absent an agreement within such 90 days, Shipper shall be entitled to either (i) terminate the concerned LNG Services; or (ii) for the services which the remaining duration is longer than the estimated duration of the same notified Force Majeure, suspend the concerned service until the end of Force Majeure. When the actual duration of the Force Majeure exceeds the estimated duration of the Force Majeure, Shipper shall at such time be entitled to choose one of the possible options described above.
12.3.4 In case the Shipper has decided to terminate the concerned LNG Service, such termination shall occur upon (i) notice to terminate then either Party may give to the other Party, and (ii) such Party a notice to terminate being given within ninety (90) Days as from the receipt of termination of the notice of Force Majeure exceeding 24 Months or as the case may extended with the duration of the arbitration procedure when the duration of the Force Majeure Event is contestedContract. In such event, the termination shall take effect 7 (seven) days after the notice is given, and the Contractor shall proceed in accordance with Sub-Clause 23.30 [Cessation of Work and Removal of Contractor's Equipment]. Upon such LNG Services termination, the Project Manager shall terminate upon receipt determine the value of the Work done to date and issue a payment certificate to the Contractor which shall include - The amounts payable for any work carried out for which a price is stated in the Contract; The cost of equipment and materials ordered for the Services which have been delivered to the Employer, such equipment and materials shall become the property of (and be at the risk of) the Employer when paid for in full by the Employer, and the Contractor shall place the same at the Employer’s disposal; Any other costs or liabilities which in the circumstances were reasonably incurred by the Contractor in the expectation of completing the Services; and The cost of removal of Temporary Services and Contractor's Equipment from the Site and the return of these items to the Contractor. Release from Performance under the Law Notwithstanding any other provision of this clause 23.32, if any event or circumstance outside the control of the Parties (including, but not limited to, Force Majeure) arises which makes it impossible or unlawful for either or both Parties to fulfil its or their contractual obligations or which, under the law governing the Contract, entitles the Parties to be released from further performance of the Contract, then upon notice by either Party to terminate by the other Party and each Party’s liabilities of such event or circumstance - The Parties shall be limited to those accrued prior discharged from further performance, without prejudice to the date rights of such termination. For either Party in respect of any previous breach of the avoidance of doubt Shipper shall make payments due pursuant to GC 12.3.2 in relation Contract, and The sum payable by the Employer to the LNG Services that Terminal Operator is not providingContractor shall be the same as would have been payable under sub-clause 23.24 [Optional Termination, Payment and Release] if the Contract had been terminated under sub-clause 23.24.
12.3.5 If a Force Majeure Event within the Port (excluding for Adverse Weather Conditions but not excluding damage to the Port caused by such Adverse Weather Conditions) or Segment 1 but not at the LNG Terminal affects, in whole or in part, the ability of Shipper to use the LNG Services made available by Terminal Operator, GC 12.3.2 and GC 12.3.3 shall apply as far as payment of the Capacity Charges by Shipper is concerned for such LNG Services which Shipper is unable to use during the duration of such Force Majeure Event and Shipper and Terminal Operator shall have the right to terminate the affected LNG Service if such Force Majeure Event qualifies as a Force Majeure Event of more than twenty (24) Months.
Appears in 1 contract
Samples: Service Contract
Consequences of Force Majeure. 12.3.1 If a Party is affected by Force Majeure and the event is recognized as Force Majeure either by the other Party or by the either in application of Clause 6.2 or 6.3 of the LSALTA, the Parties shall not be relieved, by reason of Force Majeure, from any obligation to indemnify the other Party, to make any payment that is due and payable or to serve any notice unless expressly specified otherwise in this GC 12.3notice.
12.3.2 If Terminal Operator has suffered a single Force Majeure Event that results in Terminal Operator not being able to provide the Additional Berthing Right or Small Scale Berthing Right (or Berthing Right as the case may be) and/or any part portion of the LNG ServicesRedelivery Service under this LTA, Shipper shall continue to pay the part of the Capacity Charge relating to the Additional Berthing Right or Small Scale Berthing Right (or Berthing Right as the case may be) and/or LNG Services Redelivery Service which is still being provided by Terminal Operator. In relation to any part Additional Berthing Right or Small Scale Berthing Right (or Berthing Right as the case may be) or portion of the LNG Services Redelivery Service that is not made available as a result of a single Force Majeure Event suffered by Terminal Operator, Shipper shall pay fifty (50) per cent of the applicable Capacity Charges for such LNG Redelivery Services that Terminal Operator is not providing as a result of the Force Majeure Event for the period of three (3) weeks commencing on the date such Force Majeure Event occurs. During any Contract Year, Xxxxxxx’s Shippers obligation to pay fifty (50) per cent of the Capacity Charges for LNG Redelivery Services that Terminal Operator is not providing as a result of a Force Majeure Event shall be limited to a total of three (3) weeks of such payments. After the said term of three (3) WeeksFurther, Shipper shall make no further payments to Terminal Operator in relation to LNG Services which Terminal Operator is not providing as a result of the Force Majeure Event, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Services pursuant to this LSA. Over over the entire Service Term, commencing from the Service Start Date, XxxxxxxShipper’s obligation to pay fifty (50) per cent of the Capacity Charges for LNG Redelivery Services that Terminal Operator is not providing as a result of a Force Majeure Event shall be limited to a total of fifteen (15) weeks of such payments. If during any Contract Year a Force Majeure Event occurs during which, subject to the limitations set forth in the preceding sentences, Shipper would pay Terminal Operator fifty (50) per cent of the Capacity ChargesCharges for LNG Redelivery Services that Terminal Operator is not providing as a result of a Force Majeure Event, Shipper shall thereafter have no further obligation to make any payments to Terminal Operator in relation to such Force Majeure Event. After the said term of three (3) Weeks, Shipper shall make no further payments to Terminal Operator in relation to LNG Redelivery Services which Terminal Operator is not providing as a result of the Force Majeure Event for a period of two (2) Years thereafter, or, if earlier, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Redelivery Services pursuant to this LTA. If such Force Majeure Event continues beyond this period, the Parties shall work together to adjust the commitment of the Parties in relation to such Force Majeure Event in accordance with GC 12.3.3.
12.3.3 In the event performance by Terminal Operator under this LSA LTA is substantially or totally impaired by a single Force Majeure Event which is estimated to last for a period of more than twenty-four (24) consecutive Months pursuant to GC 12.2.1Months, Terminal Operator shall give notice hereof to Shipper within ninety (90) Days as from the date of the Force Majeure Event. Upon receipt of such notice, the Terminal Operator and the concerned Terminal Users (including Xxxxxxx) shall discuss in good faith, taking into account each Party’s legitimate interests to take any action in order to remedy or mitigate the effects of the Force Majeure. Absent an agreement within such 90 days, Shipper shall be entitled to either (i) terminate the concerned LNG Redelivery Services; or (ii) for the services which the remaining duration is longer than the estimated duration of the Force Majeure, suspend the concerned service until the end of Force Majeure. When In case the actual duration of the Force Majeure exceeds the estimated duration of the Force Majeure, Shipper shall at such time be entitled to choose one of the possible options adjustments described above.
12.3.4 In case the Shipper has decided to terminate the concerned LNG Service, such termination shall occur upon (i) notice to terminate to the other Party, and (ii) such notice to terminate being given within ninety (90) Days as from the receipt of the notice of Force Majeure exceeding 24 Months or as the case may extended with the duration of the arbitration procedure when the duration of the Force Majeure Event is contested. In such event, such LNG Services shall terminate upon receipt of the notice to terminate by the other Party and each Party’s liabilities shall be limited to those accrued prior to the date of such termination. For the avoidance of doubt Shipper shall make payments due pursuant to GC 12.3.2 in relation to the LNG Services that Terminal Operator is not providing.
12.3.5 If a Force Majeure Event within the Port (excluding for Adverse Weather Conditions but not excluding damage to the Port caused by such Adverse Weather Conditions) or Segment 1 but not at the LNG Terminal affects, in whole or in part, the ability of Shipper to use the LNG Redelivery Services made available by Terminal Operator, GC 12.3.2 and GC 12.3.3 shall apply as far as payment of the Capacity Charges by Shipper is concerned for such LNG Services which Shipper is unable to use during the duration of such Force Majeure Event and Shipper and Terminal Operator shall have the right to terminate the affected LNG Service if such Force Majeure Event qualifies as a Force Majeure Event of more than twenty (24) Months.GC
Appears in 1 contract
Samples: LNG Terminalling Agreement
Consequences of Force Majeure. 12.3.1 If a Party is affected by Force Majeure and the event is recognized as Force Majeure either by the other Party or by the either in application of Clause 6.2 or 6.3 of the LSALTA, the Parties shall not be relieved, by reason of Force Majeure, from any obligation to indemnify the other Party, to make any payment that is due and payable or to serve any notice unless expressly specified otherwise in this GC 12.3notice.
12.3.2 If Terminal Operator has suffered a single Force Majeure Event that results in Terminal Operator not being able to provide the Additional Berthing Right or Small Scale Berthing Right (or Berthing Right as the case may be) and/or any part portion of the LNG ServicesRedelivery Service under this LTA, Shipper shall continue to pay the part of the Capacity Charge relating to the Additional Berthing Right or Small Scale Berthing Right (or Berthing Right as the case may be) and/or LNG Services Redelivery Service which is still being provided by Terminal Operator. In relation to any part Additional Berthing Right or Small Scale Berthing Right (or Berthing Right as the case may be) or portion of the LNG Services Redelivery Service that is not made available as a result of a single Force Majeure Event suffered by Terminal Operator, Shipper shall pay fifty (50) per cent of the applicable Capacity Charges for such LNG Redelivery Services that Terminal Operator is not providing as a result of the Force Majeure Event for the period of three (3) weeks commencing on the date such Force Majeure Event occurs. During any Contract Year, Xxxxxxx’s Shippers obligation to pay fifty (50) per cent of the Capacity Charges for LNG Redelivery Services that Terminal Operator is not providing as a result of a Force Majeure Event shall be limited to a total of three (3) weeks of such payments. After the said term of three (3) WeeksFurther, Shipper shall make no further payments to Terminal Operator in relation to LNG Services which Terminal Operator is not providing as a result of the Force Majeure Event, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Services pursuant to this LSA. Over over the entire Service Term, commencing from the Service Start Date, XxxxxxxShipper’s obligation to pay fifty (50) per cent of the Capacity Charges for LNG Redelivery Services that Terminal Operator is not providing as a result of a Force Majeure Event shall be limited to a total of fifteen (15) weeks of such payments. If during any Contract Year a Force Majeure Event occurs during which, subject to the limitations set forth in the preceding sentences, Shipper would pay Terminal Operator fifty (50) per cent of the Capacity ChargesCharges for LNG Redelivery Services that Terminal Operator is not providing as a result of a Force Majeure Event, Shipper shall thereafter have no further obligation to make any payments to Terminal Operator in relation to such Force Majeure Event. After the said term of three (3) Weeks, Shipper shall make no further payments to Terminal Operator in relation to LNG Redelivery Services which Terminal Operator is not providing as a result of the Force Majeure Event for a period of two (2) Years thereafter, or, if earlier, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Redelivery Services pursuant to this LTA. If such Force Majeure Event continues beyond this period, the Parties shall work together to adjust the commitment of the Parties in relation to such Force Majeure Event in accordance with GC 12.3.3.
12.3.3 In the event performance by Terminal Operator under this LSA LTA is substantially or totally impaired by a single Force Majeure Event which is estimated to last for a period of more than twenty-four (24) consecutive Months pursuant to GC 12.2.1Months, Terminal Operator shall give notice hereof to Shipper within ninety (90) Days as from the date of the Force Majeure Event. Upon receipt of such notice, the Terminal Operator and the concerned Terminal Users (including Xxxxxxx) shall discuss in good faith, taking into account each Party’s legitimate interests to take any action in order to remedy or mitigate the effects of the Force Majeure. Absent an agreement within such 90 days, Shipper shall be entitled to either (i) terminate the concerned LNG Redelivery Services; or (ii) for the services which the remaining duration is longer than the estimated duration of the Force Majeure, suspend the concerned service until the end of Force Majeure. When In case the actual duration of the Force Majeure exceeds the estimated duration of the Force Majeure, Shipper shall at such time be entitled to choose one of the possible options adjustments described above.
12.3.4 . In case the Shipper has decided to terminate the concerned LNG Redelivery Service, such termination shall occur upon (i) notice to terminate to the other Party, and (ii) such notice to terminate being given within ninety (90) Days as from of the end of such ninety (90) Day period following receipt of the notice of Force Majeure exceeding 24 Months or as the case may extended with the duration of the arbitration procedure when the duration of the Force Majeure Event is contested. In such event, such LNG Redelivery Services shall terminate upon receipt of the notice to terminate by the other Party and each Party’s liabilities shall be limited to those accrued prior to the date of such termination. For the avoidance of doubt Shipper shall make payments due pursuant to GC 12.3.2 in relation to the LNG Redelivery Services that Terminal Operator is not providing.
12.3.5 12.3.4 If a Force Majeure Event within the Port (excluding for Adverse Weather Conditions but not excluding damage to the Port caused by such Adverse Weather Conditions) or Segment 1 but not at the LNG Terminal affects, in whole or in part, the ability of Shipper to use the LNG Redelivery Services made available by Terminal Operator, GC 12.3.2 and GC 12.3.3 shall apply as far as payment of the Capacity Charges by Shipper is concerned for such LNG Redelivery Services which Shipper is unable to use during the duration of such Force Majeure Event and Shipper and Terminal Operator shall have the right to terminate the affected LNG Redelivery Service if such Force Majeure Event qualifies as a Force Majeure Event of more than twenty (24) Months.
Appears in 1 contract
Samples: LNG Terminalling Agreement
Consequences of Force Majeure. 12.3.1 If a A Party will be relieved from liability under this Agreement excluding the obligation to pay money, except to the extent expressly provided for in this Agreement, if performance of any of this Agreement's terms or conditions is affected by Force Majeure and the event is recognized as Force Majeure either by the other Party prevented or by the application of Clause 6.2 or 6.3 of the LSA, the Parties shall not be relieved, by reason of delayed due to Force Majeure, from any obligation to indemnify the other Party, to make any payment that is due and payable or to serve any notice unless expressly specified otherwise in this GC 12.3.
12.3.2 If Terminal Operator has suffered Any suspension of a single Force Majeure Event that results in Terminal Operator not being able to provide any part of the LNG Services, Shipper shall continue to pay the part of the Capacity Charge relating Party's performance under this Clause 12 will be limited to the LNG Services period during which is still being provided by Terminal Operator. In relation to any part of the LNG Services that is not made available as a result of a single Force Majeure Event suffered by Terminal Operator, Shipper shall pay fifty (50) per cent of the applicable Capacity Charges for such LNG Services that Terminal Operator is not providing as a result of the Force Majeure Event for the period of three (3) weeks commencing on the date such Force Majeure Event occurs. During any Contract Year, Xxxxxxx’s obligation renders a Party unable to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of three (3) weeks of such payments. After the said term of three (3) Weeks, Shipper shall make no further payments to Terminal Operator in relation to LNG Services which Terminal Operator is not providing as a result of the Force Majeure Event, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Services pursuant to this LSA. Over the entire Service Term, commencing from the Service Start Date, Xxxxxxx’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of fifteen (15) weeks of such payments. If during any Contract Year a Force Majeure Event occurs during which, subject to the limitations set forth in the preceding sentences, Shipper would pay Terminal Operator fifty (50) per cent of the Capacity Charges, Shipper shall thereafter have no further obligation to make any payments to Terminal Operator in relation to such Force Majeure Event.
12.3.3 In the event performance by Terminal Operator under this LSA is substantially or totally impaired by a Force Majeure Event which is estimated to last for a period of more than twenty-four (24) consecutive Months pursuant to GC 12.2.1, Terminal Operator shall give notice hereof to Shipper within ninety (90) Days as from the date of the Force Majeure Event. Upon receipt of such notice, the Terminal Operator and the concerned Terminal Users (including Xxxxxxx) shall discuss in good faith, taking into account each Party’s legitimate interests to take any action in order to remedy or mitigate the effects of the Force Majeure. Absent an agreement within such 90 days, Shipper shall be entitled to either (i) terminate the concerned LNG Services; or (ii) for the services which the remaining duration is longer than the estimated duration of the Force Majeure, suspend the concerned service until the end of Force Majeure. When the actual duration of the Force Majeure exceeds the estimated duration of the Force Majeure, Shipper shall at such time be entitled to choose one of the possible options described above.
12.3.4 In case the Shipper has decided to terminate the concerned LNG Service, such termination shall occur upon (i) notice to terminate to the other Party, and (ii) such notice to terminate being given within ninety (90) Days as from the receipt of the notice of Force Majeure exceeding 24 Months or as the case may extended with the duration of the arbitration procedure when the duration of the Force Majeure Event is contested. In such event, such LNG Services shall terminate upon receipt of the notice to terminate by the other Party and each Party’s liabilities shall be limited to those accrued prior to the date of such termination. For the avoidance of doubt Shipper shall make payments due pursuant to GC 12.3.2 in relation to the LNG Services that Terminal Operator is not providing.
12.3.5 If a Force Majeure Event within the Port (excluding for Adverse Weather Conditions but not excluding damage to the Port caused by such Adverse Weather Conditions) or Segment 1 but not at the LNG Terminal affectsperform, in whole or in part, an obligation under this Agreement.
12.3.3 In the ability case of Shipper to use Force Majeure affecting the LNG Services made available by Terminal Operator, GC 12.3.2 and GC 12.3.3 shall apply as far as payment Company at any time on or after the Open Cycle Operation Date (but excluding the Combined Cycle Commissioning Period) in circumstances where there is no adjustment of the Capacity Charges Scheduled Combined Cycle Operation Date in accordance with Clause 5.6.1(i) in consequence thereof, the Combined Cycle Operational Period shall be extended by Shipper is concerned for such LNG Services the number of Days equal to the number of Days during which Shipper is the CEB was wholly unable to use during receive electrical energy from the duration Facility or the Company was wholly or partially unable to deliver electrical energy from the Facility, by virtue of such Force Majeure Event and Shipper and Terminal Operator (the "Affected Period"), provided that, where the Company was partially able to deliver electrical energy, such extension shall be reduced by a proportion equal to the proportion which the availability of the Facility for Dispatch during the Affected Period bears in relation to the availability of the Facility for Dispatch which would have the right to terminate the affected LNG Service if been achieved but for such Force Majeure Event qualifies (as a determined by agreement of the Parties) within seven (7) Days of cessation thereof and, in the absence of agreement, as determined by an Expert appointed under Part 1 of Schedule 12 (Disputes Resolution Procedure).
12.3.4 In the case of Force Majeure Event resulting in damage to the Facility or requiring a material modification or a material capital addition to the Facility to restore it to an agreed operating level ("Restoration"), the Parties shall meet and agree on: the work necessary to be carried out in order for the Facility to be restored such that the Company can continue to meet its obligations under this agreement; and the schedule for Restoration. In the event that the Parties are unable to agree on the matter(s) set out in the above sub-Clauses (i) and/or (ii) of more than twenty this Clause 12.3.4 within sixty (2460) MonthsDays, the Parties shall submit the matter(s) for resolution to an Expert appointed under Part 1 of Schedule 12 (Disputes Resolution Procedure).
Appears in 1 contract
Samples: Power Purchase Agreement
Consequences of Force Majeure. 12.3.1 If a Party is affected by Force Majeure and the event is recognized as Force Majeure either by the other Party or by the application of Clause 6.2 or 6.3 of the LSA, the Parties shall not be relieved, by reason of Force Majeure, from any obligation to indemnify the other Party, to make any payment that is due and payable or to serve any notice unless expressly specified otherwise in this GC 12.3.
12.3.2 . If Terminal Operator has suffered a single Force Majeure Event that results in Terminal Operator not being able to provide any part of the LNG Services, Shipper shall continue to pay the part of the Capacity Charge relating to the LNG Services which is still being provided by Terminal Operator. In relation to any part of the LNG Services that is not made available as a result of a single Force Majeure Event suffered by Terminal Operator, Shipper shall pay fifty (50) per cent of the applicable Capacity Charges for such LNG Services that Terminal Operator is not providing as a result of the Force Majeure Event for the period of three (3) weeks commencing on the date such Force Majeure Event occurs. During any Contract Year, XxxxxxxShipper’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of three (3) weeks of such payments. After the said term of three (3) Weeks, Shipper shall make no further payments to Terminal Operator in relation to LNG Services which Terminal Operator is not providing as a result of the Force Majeure Event, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Services pursuant to this LSA. Over the entire Service Term, commencing from the Service Start Date, XxxxxxxShipper’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of fifteen (15) weeks of such payments. If during any Contract Year a Force Majeure Event occurs during which, subject to the limitations set forth in the preceding sentences, Shipper would pay Terminal Operator fifty (50) per cent of the Capacity Charges, Shipper shall thereafter have no further obligation to make any payments to Terminal Operator in relation to such Force Majeure Event.
12.3.3 . In the event performance by Terminal Operator under this LSA is substantially or totally impaired by a Force Majeure Event which is estimated to last for a period of more than twenty-four (24) consecutive Months pursuant to GC 12.2.1, Terminal Operator shall give notice hereof to Shipper within ninety (90) Days as from the date of the Force Majeure Event. Upon receipt of such notice, the Terminal Operator and the concerned Terminal Users (including XxxxxxxShipper) shall discuss in good faith, taking into account each Party’s legitimate interests to take any action in order to remedy or mitigate the effects of the Force Majeure. Absent an agreement within such 90 days, Shipper shall be entitled to either (i) terminate the concerned LNG Services; or (ii) for the services which the remaining duration is longer than the estimated duration of the Force Majeure, suspend the concerned service until the end of Force Majeure. When the actual duration of the Force Majeure exceeds the estimated duration of the Force Majeure, Shipper shall at such time be entitled to choose one of the possible options described above.
12.3.4 . In case the Shipper has decided to terminate the concerned LNG Service, such termination shall occur upon (i) notice to terminate to the other Party, and (ii) such notice to terminate being given within ninety (90) Days as from the receipt of the notice of Force Majeure exceeding 24 Months or as the case may extended with the duration of the arbitration procedure when the duration of the Force Majeure Event is contested. In such event, such LNG Services shall terminate upon receipt of the notice to terminate by the other Party and each Party’s liabilities shall be limited to those accrued prior to the date of such termination. For the avoidance of doubt Shipper shall make payments due pursuant to GC 12.3.2 in relation to the LNG Services that Terminal Operator is not providing.
12.3.5 . If a Force Majeure Event within the Port (excluding for Adverse Weather Conditions but not excluding damage to the Port caused by such Adverse Weather Conditions) or Segment 1 but not at the LNG Terminal affects, in whole or in part, the ability of Shipper to use the LNG Services made available by Terminal Operator, GC 12.3.2 and GC 12.3.3 shall apply as far as payment of the Capacity Charges by Shipper is concerned for such LNG Services which Shipper is unable to use during the duration of such Force Majeure Event and Shipper and Terminal Operator shall have the right to terminate the affected LNG Service if such Force Majeure Event qualifies as a Force Majeure Event of more than twenty (24) Months. Terminal Operator shall undertake the following pro-active measures for congestion management through: offering the maximum available amount of LNG Services to Shippers on the Primary Market, taking into account system integrity and operation and within the actual exploitation boundaries; offering and developing LNG Services that are aligned with the market needs; adopting non-discriminatory and transparent allocation rules as set forth in AC 2.2; encouraging the “use or sell” principle for LNG Services by facilitating the transfer of LNG Services via the Secondary Market. Shipper shall undertake the following pro-active measures for congestion management: does not subscribe more LNG Services than reasonably required to fulfil his contractual provisions made or intended deliveries; and to offer on the Secondary Market its subscribed LNG Services that it does not intend to use, according to AC 2.3.3; and shall refrain from using the subscribed LNG Services to hamper, limit or disturb the functioning of the market.
Appears in 1 contract
Samples: LNG Services Agreement
Consequences of Force Majeure. 12.3.1 If a Party is affected by Force Majeure and the event is recognized as Force Majeure either by the other Party or by the application of Clause 6.2 or 6.3 of the LSA, the Parties shall not be relieved, by reason of Force Majeure, from any obligation to indemnify the other Party, to make any payment that is due and payable or to serve any notice unless expressly specified otherwise in this GC 12.3.
12.3.2 . If Terminal Operator has suffered a single Force Majeure Event that results in Terminal Operator not being able to provide any part of the LNG Services, Shipper shall continue to pay the part of the Capacity Charge relating to the LNG Services which is still being provided by Terminal Operator. In relation to any part of the LNG Services that is not made available as a result of a single Force Majeure Event suffered by Terminal Operator, Shipper shall pay fifty (50) per cent of the applicable Capacity Charges for such LNG Services that Terminal Operator is not providing as a result of the Force Majeure Event for the period of three (3) weeks commencing on the date such Force Majeure Event occurs. During any Contract Year, XxxxxxxShipper’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of three (3) weeks of such payments. After the said term of three (3) Weeks, Shipper shall make no further payments to Terminal Operator in relation to LNG Services which Terminal Operator is not providing as a result of the Force Majeure Event, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Services pursuant to this LSA. Over the entire Service Term, commencing from the Service Start Date, XxxxxxxShipper’s obligation to pay fifty (50) per cent of the Capacity Charges shall be limited to a total of fifteen (15) weeks of such payments. If during any Contract Year a Force Majeure Event occurs during which, subject to the limitations set forth in the preceding sentences, Shipper would pay Terminal Operator fifty (50) per cent of the Capacity Charges, Shipper shall thereafter have no further obligation to make any payments to Terminal Operator in relation to such Force Majeure Event.
12.3.3 . In the event performance by Terminal Operator under this LSA is substantially or totally impaired by a Force Majeure Event which is estimated to last for a period of more than twenty-four (24) consecutive Months pursuant to GC 12.2.1, Terminal Operator shall give notice hereof to Shipper within ninety (90) Days as from the date of the Force Majeure Event. Upon receipt of such notice, the Terminal Operator and the concerned Terminal Users (including XxxxxxxShipper) shall discuss in good faith, taking into account each Party’s legitimate interests to take any action in order to remedy or mitigate the effects of the Force Majeure. Absent an agreement within such 90 days, Shipper shall be entitled to either (i) terminate the concerned LNG Services; or (ii) for the services which the remaining duration is longer than the estimated duration of the Force Majeure, suspend the concerned service until the end of Force Majeure. When the actual duration of the Force Majeure exceeds the estimated duration of the Force Majeure, Shipper shall at such time be entitled to choose one of the possible options described above.
12.3.4 . In case the Shipper has decided to terminate the concerned LNG Service, such termination shall occur upon (i) notice to terminate to the other Party, and (ii) such notice to terminate being given within ninety (90) Days as from the receipt of the notice of Force Majeure exceeding 24 Months or as the case may extended with the duration of the arbitration procedure when the duration of the Force Majeure Event is contested. In such event, such LNG Services shall terminate upon receipt of the notice to terminate by the other Party and each Party’s liabilities shall be limited to those accrued prior to the date of such termination. For the avoidance of doubt Shipper shall make payments due pursuant to GC 12.3.2 in relation to the LNG Services that Terminal Operator is not providing.
12.3.5 . If a Force Majeure Event within the Port (excluding for Adverse Weather Conditions but not excluding damage to the Port caused by such Adverse Weather Conditions) or Segment 1 but not at the LNG Terminal affects, in whole or in part, the ability of Shipper to use the LNG Services made available by Terminal Operator, GC 12.3.2 and GC 12.3.3 shall apply as far as payment of the Capacity Charges by Shipper is concerned for such LNG Services which Shipper is unable to use during the duration of such Force Majeure Event and Shipper and Terminal Operator shall have the right to terminate the affected LNG Service if such Force Majeure Event qualifies as a Force Majeure Event of more than twenty (24) Months.
Appears in 1 contract
Samples: LNG Services Agreement
Consequences of Force Majeure. 12.3.1 If a Party is affected by Force Majeure and the event is recognized as Force Majeure either by the other Party or by the either in application of Clause 6.2 or 6.3 of the LSALTA, the Parties shall not be relieved, by reason of Force Majeure, from any obligation to indemnify the other Party, to make any payment that is due and payable or to serve any notice unless expressly specified otherwise in this GC 12.3.
12.3.2 notice. If Terminal Operator has suffered a single Force Majeure Event that results in Terminal Operator not being able to provide the Additional Berthing Right or Stand Alone Berthing Right (or Berthing Right as the case may be) and/or any part portion of the LNG ServicesServices under this LTA, Shipper shall continue to pay the part of the Capacity Charge relating to the Additional Berthing Right or Stand Alone Berthing Right (or Berthing Right as the case may be) and/or LNG Services which is still being provided by Terminal Operator. In relation to any part Additional Berthing Right or Stand Alone Berthing Right (or Berthing Right as the case may be) or portion of the LNG Services that is not made available as a result of a single Force Majeure Event suffered by Terminal Operator, Shipper shall pay fifty (50) per cent of the applicable Capacity Charges for such LNG Services that Terminal Operator is not providing as a result of the Force Majeure Event for the period of three (3) weeks commencing on the date such Force Majeure Event occurs. During any Contract Year, Xxxxxxx’s Shippers obligation to pay fifty (50) per cent of the Capacity Charges for LNG Services that Terminal Operator is not providing as a result of a Force Majeure Event shall be limited to a total of three (3) weeks of such payments. After the said term of three (3) WeeksFurther, Shipper shall make no further payments to Terminal Operator in relation to LNG Services which Terminal Operator is not providing as a result of the Force Majeure Event, until the Force Majeure Event is ended and Terminal Operator resumes provision of all LNG Services pursuant to this LSA. Over over the entire Service Term, commencing from the Service Start Date, XxxxxxxShipper’s obligation to pay fifty (50) per cent of the Capacity Charges for LNG Services that Terminal Operator is not providing as a result of a Force Majeure Event shall be limited to a total of fifteen (15) weeks of such payments. If during any Contract Year a Force Majeure Event occurs during which, subject to the limitations set forth in the preceding sentences, Shipper would pay Terminal Operator fifty (50) per cent of the Capacity Charges, Shipper shall thereafter have no further obligation to make any payments to Terminal Operator in relation to such Force Majeure Event.
12.3.3 In the event performance by Terminal Operator under this LSA is substantially or totally impaired by a Force Majeure Event which is estimated to last for a period of more than twenty-four (24) consecutive Months pursuant to GC 12.2.1, Terminal Operator shall give notice hereof to Shipper within ninety (90) Days as from the date of the Force Majeure Event. Upon receipt of such notice, the Terminal Operator and the concerned Terminal Users (including Xxxxxxx) shall discuss in good faith, taking into account each Party’s legitimate interests to take any action in order to remedy or mitigate the effects of the Force Majeure. Absent an agreement within such 90 days, Shipper shall be entitled to either (i) terminate the concerned LNG Services; or (ii) for the services which the remaining duration is longer than the estimated duration of the Force Majeure, suspend the concerned service until the end of Force Majeure. When the actual duration of the Force Majeure exceeds the estimated duration of the Force Majeure, Shipper shall at such time be entitled to choose one of the possible options described above.
12.3.4 In case the Shipper has decided to terminate the concerned LNG Service, such termination shall occur upon (i) notice to terminate to the other Party, and (ii) such notice to terminate being given within ninety (90) Days as from the receipt of the notice of Force Majeure exceeding 24 Months or as the case may extended with the duration of the arbitration procedure when the duration of the Force Majeure Event is contested. In such event, such LNG Services shall terminate upon receipt of the notice to terminate by the other Party and each Party’s liabilities shall be limited to those accrued prior to the date of such termination. For the avoidance of doubt Shipper shall make payments due pursuant to GC 12.3.2 in relation to the LNG Services that Terminal Operator is not providing.
12.3.5 If a Force Majeure Event within the Port (excluding for Adverse Weather Conditions but not excluding damage to the Port caused by such Adverse Weather Conditions) or Segment 1 but not at the LNG Terminal affects, in whole or in part, the ability of Shipper to use the LNG Services made available by Terminal Operator, GC 12.3.2 and GC 12.3.3 shall apply as far as payment of the Capacity Charges by Shipper is concerned for such LNG Services which Shipper is unable to use during the duration of such Force Majeure Event and Shipper and Terminal Operator shall have the right to terminate the affected LNG Service if such Force Majeure Event qualifies as a Force Majeure Event of more than twenty (24) Months.fifteen
Appears in 1 contract
Samples: LNG Terminalling Agreement
