Common use of Failure of Delivery or Receipt; Transportation and Balancing Clause in Contracts

Failure of Delivery or Receipt; Transportation and Balancing. (a) Without prejudice to Articles V and VI, if as a result of Force Majeure (i) the Seller does not or is unable to meet its delivery obligation in respect of a Delivery Month at the Delivery Points or at a mutually satisfactory comparable delivery point or points (in which case the Seller shall be deemed the "Responsible Party"), or (ii) Purchaser does not or is unable to meet its obligation to accept delivery in respect of a Delivery Month at the Delivery Points or at a mutually satisfactory comparable delivery point or points (in which case the Purchaser shall be deemed the "Responsible Party"), then the Seller and the Purchaser shall be excused from their respective obligations to deliver and accept the relevant Required Delivery Quantity in respect of that Delivery Month, and the Seller shall pay to the Purchaser, as liquidated damages, the Replacement Value of the Deficiency Quantity of Natural Gas in respect of that Delivery Month. The Replacement Value shall be paid to the Purchaser no later than the later to occur of (A) the Payment Date next following such Delivery Month or (B) in the event the Seller was the Responsible Party, no later than 15 Business Days following the receipt by the Seller of the certificate of the Purchaser setting forth the calculation of the Replacement Value accompanied by reasonably available back-up documentation therefor, and the Purchaser will be required to accept such payment in lieu of Natural Gas not delivered in such Delivery Month. Where the Seller does not or is unable to meet its delivery obligation as aforesaid, each party shall use all reason­able efforts to minimize the Replacement Value of any Deficiency Quantity. Where the Purchaser does not or is unable to meet its acceptance obligation as aforesaid, each party shall use all reasonable efforts to maxi­mize the Replacement Value of any Deficiency Quantity. If the Replacement Value is based on the price the Purchaser pays to replace the Deficiency Quantity, the Purchaser shall prepare and deliver to the Seller, or if the Replacement Value is based on the price the Seller receives for the Deficiency Quantity, the Seller shall prepare and deliver to the Purchaser, within five Business Days after the end of the applicable Delivery Month, a certificate setting out the calculation of the Replacement Value accompanied by reasonably available back-up documentation therefor. Any such certificate shall, absent manifest error, be conclusive evidence of the amount due in respect of the Replacement Value. Each party shall notify the other as soon as possible of any anticipated inability to perform all or any portion of its obligations hereunder.

Failure of Delivery or Receipt; Transportation and Balancing. (a) (i) Without prejudice to Articles V and VI, if as a result of an event of Force Majeure (i) the Majeure, Seller does not or is unable to meet its delivery obligation in respect of a Delivery Month at the Delivery Points Point or at a mutually satisfactory comparable delivery point or points (in which case the Seller shall be deemed the "Responsible Party"), or (ii) Purchaser does not or is unable to meet its obligation to accept delivery in respect of a Delivery Month at the Delivery Points or at a mutually satisfactory comparable delivery point or points (in which case the Purchaser shall be deemed the "Responsible Party"), then the Seller and the Purchaser shall be excused from their respective obligations to deliver and accept the relevant Required Delivery Quantity in respect of that Delivery Month, and the Seller shall pay to the Purchaser, as liquidated damages, the Replacement Value of the Deficiency Quantity of Natural Gas in respect of that Delivery Month. The Replacement Value shall be paid to the Purchaser no later than the later to occur of (A) the Payment Date next following such Delivery Month or (B) in the event the Seller was the Responsible Party, no later than 15 Business Days following the receipt by the Seller of the certificate of the Purchaser setting forth the calculation of the Replacement Value accompanied by reasonably available back-up documentation thereforMonth, and the Purchaser will be required to accept such payment in lieu of Natural Gas not delivered in such Delivery Month. Where the Seller does not or is unable to meet its delivery obligation as aforesaid, each party shall use all reason­able efforts to minimize the Replacement Value of any Deficiency Quantity. Where the Purchaser does not or is unable to meet its acceptance obligation as aforesaid, each party Purchaser shall use all reasonable efforts to maxi­mize minimize the Replacement Value of any Deficiency Quantity. If the Replacement Value is based on the price the Purchaser pays to replace the Deficiency Quantity, the Purchaser shall prepare and deliver to the Seller, or if the Replacement Value is based on the price the Seller receives for the Deficiency Quantity, the Seller shall prepare and deliver to the Purchaser, within five 5 Business Days after the end of the applicable Delivery Month, a certificate setting out the calculation of the Replacement Value accompanied by reasonably available back-up documentation therefor. Any such certificate shall, absent manifest error, be conclusive evidence of the amount due in respect of the Replacement Value. Each party Purchaser shall notify the other Seller as soon as possible of any anticipated inability to perform all or any portion of its obligations hereunder.

Failure of Delivery or Receipt; Transportation and Balancing. (a) (i) Without prejudice to Articles V and VI, if as a result of an event of Force Majeure (i) the Majeure, Seller does not or is unable to meet its delivery obligation in respect of a Delivery Month at the Delivery Points Point or at a mutually satisfactory comparable delivery point or points (in which case the Seller shall be deemed the "Responsible Party"), or (ii) Purchaser does not or is unable to meet its obligation to accept delivery in respect of a Delivery Month at the Delivery Points or at a mutually satisfactory comparable delivery point or points (in which case the Purchaser shall be deemed the "Responsible Party"), then the Seller and the Purchaser shall be excused from their respective obligations to deliver and accept the relevant Required Delivery Quantity in respect of that Delivery Month, and the Seller shall pay to the Purchaser, as liquidated damages, the Replacement Value of the Deficiency Quantity of Natural Gas in respect of that Delivery Month. The Replacement Value shall be paid to the Purchaser no later than the later to occur of (A) the Payment Date next following such Delivery Month or (B) in the event the Seller was the Responsible Party, no later than 15 Business Days following the receipt by the Seller of the certificate of the Purchaser setting forth the calculation of the Replacement Value accompanied by reasonably available back-up documentation thereforMonth, and the Purchaser will be required to accept such payment in lieu of Natural Gas not delivered in such Delivery Month. Where the Seller does not or is unable to meet its delivery obligation as aforesaid, each party shall use all reason­able efforts to minimize the Replacement Value of any Deficiency Quantity. Where the Purchaser does not or is unable to meet its acceptance obligation as aforesaid, each party Purchaser shall use all reasonable efforts to maxi­mize minimize the Replacement Value of any Deficiency Quantity. If the Replacement Value is based on the price the Purchaser pays to replace the Deficiency Quantity, the Purchaser shall prepare and deliver to the Seller, or if the Replacement Value is based on the price the Seller receives for the Deficiency Quantity, the Seller shall prepare and deliver to the Purchaser, within five (5) Business Days after the end of the applicable Delivery Month, a certificate setting out the calculation of the Replacement Value accompanied by reasonably available back-up documentation therefor. Any such certificate shall, absent manifest error, be conclusive evidence of the amount due in respect of the Replacement Value. Each party Purchaser shall notify the other Seller as soon as possible of any anticipated inability to perform all or any portion of its obligations hereunder.

Failure of Delivery or Receipt; Transportation and Balancing. (a) Without prejudice to Articles V and VI, if as a result of Force Majeure (i) the Seller does not or is unable to meet its delivery obligation in respect of a Delivery Month at the Delivery Points or at a mutually satisfactory comparable delivery point or points (in which case the Seller shall be deemed the "Responsible Party"), or (ii) Purchaser does not or is unable to meet its obligation to accept delivery in respect of a Delivery Month at the Delivery Points or at a mutually satisfactory comparable delivery point or points (in which case the Purchaser shall be deemed the "Responsible Party"), then the Seller and the Purchaser shall be excused from their respective obligations to deliver and accept the relevant Required Delivery Quantity in respect of that Delivery Month, and the Seller shall pay to the Purchaser, as liquidated damages, the Replacement Value of the Deficiency Quantity of Natural Gas in respect of that Delivery Month. The Replacement Value shall be paid to the Purchaser no later than the later to occur of (A) the Payment Date next following such Delivery Month or (B) in the event the Seller was the Responsible Party, no later than 15 Business Days following the receipt by the Seller of the certificate of the Purchaser setting forth the calculation of the Replacement Value accompanied by reasonably available back-up documentation therefor, and the Purchaser will be required to accept such payment in lieu of Natural Gas not delivered in such Delivery Month. Where the Seller does not or is unable to meet its delivery obligation as aforesaid, each party shall use all reason­able reasonable efforts to minimize the Replacement Value of any Deficiency Quantity. Where the Purchaser does not or is unable to meet its acceptance obligation as aforesaid, each party shall use all reasonable efforts to maxi­mize maximize the Replacement Value of any Deficiency Quantity. If the Replacement Value is based on the price the Purchaser pays to replace the Deficiency Quantity, the Purchaser shall prepare and deliver to the Seller, or if the Replacement Value is based on the price the Seller receives for the Deficiency Quantity, the Seller shall prepare and deliver to the Purchaser, within five Business Days after the end of the applicable Delivery Month, a certificate setting out the calculation of the Replacement Value accompanied by reasonably available back-up back‑up documentation therefor. Any such certificate shall, absent manifest error, be conclusive evidence of the amount due in respect of the Replacement Value. Each party shall notify the other as soon as possible of any anticipated inability to perform all or any portion of its obligations hereunder. (b) In the event that (i) the Seller or the Seller's agent or transporter delivers more or less than the Required Delivery Quantity for any Delivery Month, or (ii) the Purchaser or the Purchaser's agent or transporter receives more or less than the Required Delivery Quantity for any Delivery Month, such overages or underages shall be corrected or adjusted in cash or Natural Gas as the parties may agree or in accordance with applicable tariff provisions, and the party responsible for delivering or receiving more or less than the Required Delivery Quantity for such Delivery Month will be liable to the other party for any associated pipeline penalties or cashouts. Each party shall notify the other as promptly as possible of any changes in its rate of delivery or receipt of Natural Gas at any Delivery Point and take all reasonable actions necessary to avoid the incurrence of pipeline penalties and imbalances. (c) Should either party receive an operational flow order ("OFO") or other order or notice from a transporter requiring action to be taken in connection with this Agreement or Natural Gas flowing under this Agreement, such party shall immediately notify the other party of the OFO and provide the other party a copy of same by facsimile. The parties shall take all actions required by the OFO within the time prescribed therein. Each party shall indemnify, defend and hold harmless the other party from any damages or liability, including, without limitation, all non-compliance penalties and attorneys' fees, associated with an OFO (i) of which the indemnifying party failed to give the indemnified party the notice required hereunder or (ii) under which the indemnifying party failed to take the action required by the OFO within the time prescribed therein. (d) If a party is unable to perform any of its obligations to deliver or receive gas hereunder as a result of an event of Force Majeure, such party shall give notice and full particulars of such event of Force Majeure to the other party as soon as reasonably possible and shall take all reasonable actions necessary to remedy the event of Force Majeure.