MEASUREMENT, SAMPLING AND TESTING. 8(1) Promptly after the completion of each loading of an LNG Ship at the Loading Port for a delivery under this Agreement, Seller shall notify Buyer, for operational purposes, by facsimile, of the quantity of LNG loaded, including its Gross Heating Value (Volume Based), hydrocarbon composition, density and trace levels. 8(2) The volume in cubic meters of LNG of each shipment shall be measured at the Delivery Point by or on behalf of Seller following the procedures described in Schedule B. Seller shall, within twenty-four (24) hours following the completion of unloading, notify Buyer of the volume of LNG unloaded (the “EX-SHIP Certificate of Volume on Unloading”). 8(3) The Gross Heating Value (Volume Based) of the LNG in each cargo shall be determined on unloading by the operator of the LNG Receiving Facilities of the Discharge Port by the method described in Schedule B. Buyer shall, within forty-eight (48) hours following the completion of unloading, notify Seller of the quality (the “EX-SHIP Certificate of Quality on Unloading”), or cause it to be notified to Seller. Buyer shall collect two (2) spot samples and retain samples for a period of at least thirty (30) Days after Buyer’s notification. 8(4) Buyer shall calculate the Quantity Delivered or cause it to be calculated, using the results derived from the procedures specified in Sub-Clauses 8(2) and 8(3), and the method described in Schedule B. Buyer shall promptly notify such Quantity Delivered or cause it to be notified to the Seller. Such notification shall include all data and documents necessary to support the calculation of the Quantity Delivered. 8(5) Either Party may have at its sole risk and cost a representative present to witness the measurement, sampling and testing of LNG. 8(6) The Parties shall appoint a mutually acceptable Independent Surveyor to witness the unloading of each cargo of LNG and the calculation of the Quantity Delivered. Such Independent Surveyor shall be qualified by education, experience and training to monitor such LNG activity. The cost to engage such Independent Surveyor shall be equally shared by Seller and Buyer. 8(7) If, as to the results obtained pursuant to Sub-Clauses 8(2), 8(3) or 8(4), either Party notifies a disagreement to the other Party, then the Parties shall jointly appoint an Expert. Such person shall be qualified by education, experience and training to determine the matter in dispute. Such person shall be required to fully disclose any interest or duty that conflicts or may conflict with his function under such appointment. Upon such disclosure, the Parties may appoint such person as an Expert only upon the prior written consent of both Parties in light of such conflicting interest or duty. If, within twenty-one (21) Days of receipt of the notification of disagreement, the Parties fail to jointly appoint an Expert, either Party shall have the right to request the International Chamber of Commerce’s International Center for Expertise to appoint such Expert. Such Expert shall act as an independent expert and not as an arbitrator and his findings of fact, which shall be rendered within ninety (90) Days of his appointment, shall be final and binding on the Parties save in case of fraud or manifest error or the failure by the Expert to disclose any relevant interest or duty which conflicts or may conflict with his appointment. The cost to engage such Expert shall be shared equally by Seller and Buyer. At the end of the process, the losing Party – if any – shall reimburse the other Party for the total amounts it has paid. If a Party fails to comply with the decision of the Expert within thirty (30) Days of receipt thereof, then on the request of any Party, the disagreement shall be submitted to binding arbitration in accordance with Sub-Clause 15(2). The findings of fact of the Expert shall be binding on the arbitral tribunal except in the case of fraud or manifest error or the failure by the Expert to disclose any relevant interest or duty which conflicts or may conflict with his appointment. The full cost of the arbitration (including the reasonable attorneys’ fees of both Parties) shall be borne by the Party that fails to comply with the decision of the Expert, unless there is a finding of fraud or manifest error or the failure by the Expert to disclose any relevant interest or duty which conflicts or may conflict with his appointment. If the Expert does not render a decision within ninety (90) Days of his appointment, at the request of any Party prior to the issuance of such decision, a new Expert shall be appointed under the provisions of this Agreement and upon acceptance of appointment by such new Expert, the appointment of the previous Expert shall cease.
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Samples: Master Ex Ship LNG Sales Agreement, Master Ex Ship LNG Sales Agreement (Cheniere Energy Inc), Master Ex Ship LNG Sales Agreement
MEASUREMENT, SAMPLING AND TESTING. 8(1) Promptly after the completion of each loading of an LNG Ship at the Loading Port for a delivery under this Agreement, Seller shall notify Buyer, for operational purposes, by facsimile, of the quantity of LNG loaded, including its Gross Heating Value (Volume Based), hydrocarbon composition, density and trace levels.
8(2) 10.1 The volume in cubic meters of LNG of each shipment loaded on the LNG Ship under a Transaction shall be measured at the Delivery Point by or on behalf of Seller Buyer following the procedures described in Schedule B. Seller shall, within twenty-four (24) hours following the completion of unloading, notify Buyer of the volume of LNG unloaded (the “EX-SHIP Certificate of Volume on Unloading”).
8(3) The Gross Heating Value (Volume Based) of the LNG in each cargo shall be determined on unloading by the operator of the LNG Receiving Facilities of the Discharge Port by the method described in Schedule B. 2. Buyer shall, within forty-eight (48) hours following the completion Completion of unloadingLoading, notify Seller of the quality volume of LNG loaded.
10.2 The Gross Heating Value (Mass) of the “EXLNG in each LNG Cargo loaded under a Transaction shall be determined on loading by the operator of Seller’s Facilities by the method described in S chedule 2. Seller shall, within forty-SHIP Certificate eight (48) hours following Completion of Quality on Unloading”)Loading, notify Buyer or cause it Buyer to be notified of the quality of the LNG loaded onto the LNG Ship by provision of a written notice, the form of which is to Sellerbe agreed by the Parties. Buyer The Parties shall collect two (2) spot samples and ensure such form is agreed prior to any loading. Seller shall retain samples for a period of at least thirty (30) Days after Buyer’s notificationthe LNG loaded in accordance with S chedule 2.
8(4) Buyer 10.3 Seller shall calculate or cause to be calculated the Quantity Delivered or cause it to be calculated, using the results derived from the procedures specified in Sub-Clauses 8(2) 10.1 and 8(3)10.2, and the method methods described in Schedule B. in
10.4 For the purposes of measurement and testing, Buyer (for the purposes of Clause 10.1) and Seller (for the purposes of Clauses 6.2 and 10.2) shall promptly notify such Quantity Delivered supply, operate and maintain, or cause it to be notified to supplied, operated and maintained, devices required for collection of samples and for determining the Seller. Such notification shall include all data volume, quality and documents necessary to support the calculation composition of the Quantity Delivered.
8(5loaded or (as the case may be) Either Party may have at its sole risk and cost a representative present to witness the measurement, sampling and testing of delivered LNG.
8(610.5 At the request of either Party, any measurement, gauging and testing in respect of LNG loaded onto the LNG Ship shall be witnessed and verified by an independent surveyor (the “Independent Surveyor”) jointly appointed by the Parties. The Parties shall appoint a mutually acceptable bear the fees and charges of the Independent Surveyor equally. Should the Parties be unable to witness agree on the unloading appointment of the Independent Surveyor, each cargo Party shall be entitled to appoint an Independent Surveyor and bear its own fees and charges in connection with such appointment for the purposes of LNG this Clause 10.
10.6 Prior to effecting such measurements, gauging and testing, Seller shall notify Buyer and the calculation Independent Surveyor(s), allowing representatives of Buyer (if permitted at the relevant Seller's Facilities) and such Independent Surveyor(s) a reasonable opportunity to be present for all operations and computations; provided however that the absence of such representatives, if applicable, and/or such Independent Surveyor(s) after notification and reasonable opportunity to attend shall not prevent any operation or computation from being performed. The results of the Quantity Deliveredverifications of the Independent Surveyor(s) shall be made available promptly to each Party.
10.7 All records of measurements and the computation results shall be preserved by the Party, or the operator of Seller’s Facilities as the case may be, responsible for effecting such measurements and held in accordance with the relevant operational procedures set out at
10.8 To the extent there are any discrepancies between the measurements and test results determined by the Parties and the Independent Surveyor(s), the determination of the Independent Surveyor(s) shall prevail, save in the case of fraud or manifest error or the failure by the Independent Surveyor(s) to disclose any relevant interest or duty which conflicts with, or may conflict with, its/their appointment. Such If the Parties have each appointed an Independent Surveyor shall be qualified by educationunder Clause 10.5 and the Independent Surveyors do not agree on a determination, experience and training to monitor such LNG activity. The cost to engage such Independent Surveyor shall be equally shared by Seller and Buyer.
8(7) If, as to the results obtained pursuant to Sub-Clauses 8(2), 8(3) or 8(4), then either Party notifies a disagreement to may notify the other Party, then Party of such disagreement and the Parties shall jointly appoint an ExpertExpert to resolve the matter. Such person shall be qualified by education, experience and training to determine the matter in dispute. Such person shall be required to fully disclose any interest or duty that conflicts or may conflict with his or her function under such appointment. Upon such disclosure, the Parties may appoint such person as an Expert only upon the prior written consent of both Parties in light of such conflicting interest or duty. .
10.9 If, within twenty-one (21) Days of receipt of the a notification of disagreementdisagreement under Clause 10.8, the Parties fail to jointly appoint an Expert, either Party shall have the right to request the International Chamber General Manager of Commerce’s International Center for Expertise SIGTTO to appoint such independent Expert. Such Expert shall act as an independent expert and not as an arbitrator and his or her findings of fact, which shall be rendered within ninety (90) Days of his or her appointment, shall be final and binding on the Parties save in the case of fraud or manifest error or the failure by the Expert to disclose any relevant interest or duty which conflicts or may conflict with his or her appointment. The cost to engage such Expert shall be shared equally by Seller and BuyerBuyer unless the Expert determines otherwise. At The Parties shall provide their relevant submissions and supporting information to the end Expert within fourteen (14) Days of the processdate of appointment of the Expert, or such longer period that may be mutually agreed by the Parties. The Expert will be given all reasonable access to the relevant documents and information relating to the disagreement, and access to the Delivery Point and sampling, weighing, measurements and other data as the Expert shall reasonably require.
10.10 If the Expert does not render a decision within ninety (90) Days of his or her appointment, at the request of any Party prior to the issuance of such decision, a new Expert shall be appointed under the provisions of the applicable Transaction and upon acceptance of appointment by such new Expert, the losing Party – if any – appointment of the previous Expert shall reimburse the other Party for the total amounts it has paid. cease.
10.11 If a Party fails to comply with the decision of the Expert within thirty (30) Days of receipt thereof, then on the request of any Party, the disagreement shall be submitted to binding arbitration in accordance with Sub-Clause 15(2)24. The findings of fact of the Expert shall be binding on the arbitral tribunal except save in the case of fraud or manifest error error, or the failure by the Expert to disclose any relevant interest or duty which conflicts or may conflict with his or her appointment. The full cost of the arbitration (including the reasonable attorneys’ fees of both Parties) shall be borne by the Party that fails to comply with the decision of the Expert, unless there is a finding of fraud or manifest error or the failure by the Expert to disclose any relevant interest or duty which conflicts or may conflict with his appointment. If the Expert does not render a decision within ninety (90) Days of his appointment, at the request of any Party prior to the issuance of such decision, a new Expert shall be appointed under the provisions of this Agreement and upon acceptance of appointment by such new Expert, the appointment of the previous Expert shall cease.
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MEASUREMENT, SAMPLING AND TESTING. 8(1) Promptly after the completion of each loading of an LNG Ship at the Loading Port for a delivery under this Agreement, Seller shall notify Buyer, for operational purposes, by facsimile, of the quantity of LNG loaded, including its Gross Heating Value (Volume Based), hydrocarbon composition, density and trace levels.
8(2) 10.1 The volume in cubic meters of LNG of each shipment delivered from the LNG Ship under a Transaction shall be measured at the Delivery Point by or on behalf of Seller following the procedures described in Schedule B. 2. Seller shall, within twentyforty-four eight (2448) hours following the completion Completion of unloadingUnloading, notify Buyer of the volume of LNG unloaded (the “EX-SHIP Certificate of Volume on Unloading”)unloaded.
8(3) 10.2 The Gross Heating Value (Volume BasedMass) of the LNG in each cargo unloaded from the LNG Ship shall be determined on unloading by the operator of the LNG Buyer’s Receiving Facilities of the Discharge Port by the method described in Schedule B. 2. Buyer shall, within forty-eight (48) hours following the completion Completion of unloadingUnloading, notify Seller or cause Seller to be notified of the quality (of the “EX-SHIP Certificate LNG unloaded from the LNG Ship by provision of Quality on Unloading”)a written notice, or cause it the form of which is to be notified agreed by the Parties. The Parties shall ensure such form is agreed prior to Sellerany unloading. Buyer shall collect two (2) spot samples and retain samples for a period of at least thirty (30) Days after Buyer’s notificationthe LNG unloaded in accordance with Schedule 2.
8(4) Buyer 10.3 Seller shall calculate or cause to be calculated the Quantity Delivered or cause it to be calculated, using the results derived from the procedures specified in Sub-Clauses 8(2) 10.1 and 8(3)10.2, and the method methods described in Schedule B. Buyer 2. Seller shall promptly notify or cause to be notified such Quantity Delivered or cause it to be notified to the SellerBuyer. Such notification shall include all data and documents necessary to support the calculation of the Quantity Delivered.
8(510.4 For the purposes of measurement and testing, Seller (for the purposes of Clauses 6.2 and 10.1) Either Party and Buyer (for the purposes of Clause 10.2) shall supply, operate and maintain, or cause to be supplied, operated and maintained, devices required for collection of samples and for determining the volume, quality and composition of the loaded or (as the case may have at its sole risk and cost a representative present to witness the measurement, sampling and testing of be) delivered LNG.
8(610.5 At the request of either Party, any measurement, gauging and testing in respect of LNG unloaded from the LNG Ship shall be witnessed and verified by an independent surveyor (the “Independent Surveyor”) jointly appointed by the Parties. The Parties shall appoint a mutually acceptable bear the fees and charges of the Independent Surveyor equally. Should the Parties be unable to witness agree on the unloading appointment of the Independent Surveyor, each cargo Party shall be entitled to appoint an Independent Surveyor and bear its own fees and charges in connection with such appointment for the purposes of LNG this Clause 10.
10.6 Prior to effecting such measurements, gauging and testing, Buyer shall notify Seller and the calculation Independent Surveyor(s), allowing representatives of Seller (if permitted at the Buyer’s Receiving Facilities) and such Independent Surveyor(s) a reasonable opportunity to be present for all operations and computations; provided however that the absence of such representatives, if applicable, and/or such Independent Surveyor(s) after notification and reasonable opportunity to attend shall not prevent any operation or computation from being performed. The results of the Quantity Deliveredverifications of the Independent Surveyor(s) shall be made available promptly to each Party.
10.7 All records of measurements and the computation results shall be preserved by the Party, or the operator of Buyer’s Receiving Facilities as the case may be, responsible for effecting such measurements and held in accordance with the relevant operational procedures set out at Schedule 2.
10.8 To the extent there are any discrepancies between the measurements and test results determined by the Parties and the Independent Surveyor(s), the determination of the Independent Surveyor(s) shall prevail, save in case of fraud or manifest error or the failure by the Independent Surveyor(s) to disclose any relevant interest or duty which conflicts with, or may conflict with, its/their appointment. Such If the Parties have each appointed an Independent Surveyor shall be qualified by educationunder Clause 10.5 and the Independent Surveyors do not agree on a determination, experience and training to monitor such LNG activity. The cost to engage such Independent Surveyor shall be equally shared by Seller and Buyer.
8(7) If, as to the results obtained pursuant to Sub-Clauses 8(2), 8(3) or 8(4), then either Party notifies a disagreement to may notify the other Party, then Party of such disagreement and the Parties shall jointly appoint an ExpertExpert to resolve the matter. Such person shall be qualified by education, experience and training to determine the matter in dispute. Such person shall be required to fully disclose any interest or duty that conflicts or may conflict with his or her function under such appointment. Upon such disclosure, the Parties may appoint such person as an Expert only upon the prior written consent of both Parties in light of such conflicting interest or duty. .
10.9 If, within twenty-one (21) Days of receipt of the a notification of disagreementdisagreement under Clause 10.8, the Parties fail to jointly appoint an Expert, either Party shall have the right to request the International Chamber General Manager of Commerce’s International Center for Expertise SIGTTO to appoint such independent Expert. Such Expert shall act as an independent expert and not as an arbitrator and his or her findings of fact, which shall be rendered within ninety (90) Days of his or her appointment, shall be final and binding on the Parties save in the case of fraud or manifest error or the failure by the Expert to disclose any relevant interest or duty which conflicts or may conflict with his or her appointment. The cost to engage such Expert shall be shared equally by Seller and BuyerBuyer unless the Expert determines otherwise. At The Parties shall provide their relevant submissions and supporting information to the end Expert within fourteen (14) Days of the processdate of appointment of the Expert, or such longer period that may be mutually agreed by the Parties. The Expert will be given all reasonable access to the relevant documents and information relating to the disagreement, and access to the Delivery Point and sampling, weighing, measurements and other data as the Expert shall reasonably require.
10.10 If the Expert does not render a decision within ninety (90) Days of his or her appointment, at the request of any Party prior to the issuance of such decision, a new Expert shall be appointed under the provisions of the applicable Transaction and upon acceptance of appointment by such new Expert, the losing Party – if any – appointment of the previous Expert shall reimburse the other Party for the total amounts it has paid. cease.
10.11 If a Party fails to comply with the decision of the Expert within thirty (30) Days of receipt thereof, then on the request of any Party, the disagreement shall be submitted to binding arbitration in accordance with Sub-Clause 15(2)24. The findings of fact of the Expert shall be binding on the arbitral tribunal except save in the case of fraud or manifest error error, or the failure by the Expert to disclose any relevant interest or duty which conflicts or may conflict with his or her appointment. The full cost of the arbitration (including the reasonable attorneys’ fees of both Parties) shall be borne by the Party that fails to comply with the decision of the Expert, unless there is a finding of fraud or manifest error or the failure by the Expert to disclose any relevant interest or duty which conflicts or may conflict with his appointment. If the Expert does not render a decision within ninety (90) Days of his appointment, at the request of any Party prior to the issuance of such decision, a new Expert shall be appointed under the provisions of this Agreement and upon acceptance of appointment by such new Expert, the appointment of the previous Expert shall cease.
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MEASUREMENT, SAMPLING AND TESTING. 8(1) Promptly after the completion of each loading of an LNG Ship at the Loading Port for a delivery under this Agreement, Seller shall notify Buyer, for operational purposes, by facsimile, of the quantity of LNG loaded, including its Gross Heating Value (Volume Based), hydrocarbon composition, density and trace levels.
8(2) The volume in cubic meters of LNG of each shipment delivered from the LNG Ship under a Transaction shall be measured at the Delivery Point by or on behalf of Seller following the procedures described in Schedule B. 2. Seller shall, within twentyforty-four eight (2448) hours following the completion Completion of unloadingUnloading, notify Buyer of the volume of LNG unloaded (the “EX-SHIP Certificate of Volume on Unloading”).
8(3) unloaded. The Gross Heating Value (Volume BasedMass) of the LNG in each cargo unloaded from the LNG Ship shall be determined on unloading by the operator of the LNG Buyer’s Receiving Facilities of the Discharge Port by the method described in Schedule B. 2. Buyer shall, within forty-eight (48) hours following the completion Completion of unloadingUnloading, notify Seller or cause Seller to be notified of the quality (of the “EX-SHIP Certificate LNG unloaded from the LNG Ship by provision of Quality on Unloading”)a written notice, or cause it the form of which is to be notified agreed by the Parties. The Parties shall ensure such form is agreed prior to Sellerany unloading. Buyer shall collect two (2) spot samples and retain samples for a period of at least thirty (30) Days after Buyer’s notification.
8(4) Buyer the LNG unloaded in accordance with Schedule 2. Seller shall calculate or cause to be calculated the Quantity Delivered or cause it to be calculated, using the results derived from the procedures specified in Sub-Clauses 8(2) 10.1 and 8(3)10.2, and the method methods described in Schedule B. Buyer 2. Seller shall promptly notify or cause to be notified such Quantity Delivered or cause it to be notified to the SellerBuyer. Such notification shall include all data and documents necessary to support the calculation of the Quantity Delivered.
8(5. For the purposes of measurement and testing, Seller (for the purposes of Clauses 6.2 and 10.1) Either Party and Buyer (for the purposes of Clause 10.2) shall supply, operate and maintain, or cause to be supplied, operated and maintained, devices required for collection of samples and for determining the volume, quality and composition of the loaded or (as the case may have at its sole risk and cost a representative present to witness be) delivered LNG. At the request of either Party, any measurement, sampling gauging and testing in respect of LNG.
8(6LNG unloaded from the LNG Ship shall be witnessed and verified by an independent surveyor (the “Independent Surveyor”) jointly appointed by the Parties. The Parties shall appoint a mutually acceptable bear the fees and charges of the Independent Surveyor equally. Should the Parties be unable to witness agree on the unloading appointment of the Independent Surveyor, each cargo Party shall be entitled to appoint an Independent Surveyor and bear its own fees and charges in connection with such appointment for the purposes of LNG this Clause 10. Prior to effecting such measurements, gauging and testing, Buyer shall notify Seller and the calculation Independent Surveyor(s), allowing representatives of Seller (if permitted at the Buyer’s Receiving Facilities) and such Independent Surveyor(s) a reasonable opportunity to be present for all operations and computations; provided however that the absence of such representatives, if applicable, and/or such Independent Surveyor(s) after notification and reasonable opportunity to attend shall not prevent any operation or computation from being performed. The results of the Quantity Deliveredverifications of the Independent Surveyor(s) shall be made available promptly to each Party. Such All records of measurements and the computation results shall be preserved by the Party, or the operator of Buyer’s Receiving Facilities as the case may be, responsible for effecting such measurements and held in accordance with the relevant operational procedures set out at Schedule 2. To the extent there are any discrepancies between the measurements and test results determined by the Parties and the Independent Surveyor(s), the determination of the Independent Surveyor(s) shall prevail, save in case of fraud or manifest error or the failure by the Independent Surveyor(s) to disclose any relevant interest or duty which conflicts with, or may conflict with, its/their appointment. If the Parties have each appointed an Independent Surveyor shall be qualified by educationunder Clause 10.5 and the Independent Surveyors do not agree on a determination, experience and training to monitor such LNG activity. The cost to engage such Independent Surveyor shall be equally shared by Seller and Buyer.
8(7) If, as to the results obtained pursuant to Sub-Clauses 8(2), 8(3) or 8(4), then either Party notifies a disagreement to may notify the other Party, then Party of such disagreement and the Parties shall jointly appoint an ExpertExpert to resolve the matter. Such person shall be qualified by education, experience and training to determine the matter in dispute. Such person shall be required to fully disclose any interest or duty that conflicts or may conflict with his or her function under such appointment. Upon such disclosure, the Parties may appoint such person as an Expert only upon the prior written consent of both Parties in light of such conflicting interest or duty. If, within twenty-one (21) Days of receipt of the a notification of disagreementdisagreement under Clause 10.8, the Parties fail to jointly appoint an Expert, either Party shall have the right to request the International Chamber General Manager of Commerce’s International Center for Expertise SIGTTO to appoint such independent Expert. Such Expert shall act as an independent expert and not as an arbitrator and his or her findings of fact, which shall be rendered within ninety (90) Days of his or her appointment, shall be final and binding on the Parties save in the case of fraud or manifest error or the failure by the Expert to disclose any relevant interest or duty which conflicts or may conflict with his or her appointment. The cost to engage such Expert shall be shared equally by Seller and BuyerBuyer unless the Expert determines otherwise. At The Parties shall provide their relevant submissions and supporting information to the end Expert within fourteen (14) Days of the processdate of appointment of the Expert, or such longer period that may be mutually agreed by the Parties. The Expert will be given all reasonable access to the relevant documents and information relating to the disagreement, and access to the Delivery Point and sampling, weighing, measurements and other data as the Expert shall reasonably require. If the Expert does not render a decision within ninety (90) Days of his or her appointment, at the request of any Party prior to the issuance of such decision, a new Expert shall be appointed under the provisions of the applicable Transaction and upon acceptance of appointment by such new Expert, the losing Party – if any – appointment of the previous Expert shall reimburse the other Party for the total amounts it has paidcease. If a Party fails to comply with the decision of the Expert within thirty (30) Days of receipt thereof, then on the request of any Party, the disagreement shall be submitted to binding arbitration in accordance with Sub-Clause 15(2)24. The findings of fact of the Expert shall be binding on the arbitral tribunal except save in the case of fraud or manifest error error, or the failure by the Expert to disclose any relevant interest or duty which conflicts or may conflict with his or her appointment. The full cost TRANSFER OF TITLE AND RISK Except as provided in Clause 11.2: title to and risk of loss for the LNG sold in respect of an LNG Cargo under a Transaction shall remain with Seller until transferred to Buyer upon delivery of the arbitration (including LNG by Seller at the reasonable attorneys’ fees Delivery Point; and title to and the risk of both Parties) loss resulting from Natural Gas vapor returned to the LNG Ship during unloading of such LNG shall pass from Buyer to Seller as it passes the point at which the outlet flange of the vapor return line of the Buyer’s Receiving Facilities connects with the inlet flange of the vapor return line of the LNG Ship. If specifically agreed in the Confirmation Notice that this Clause 11.2 shall apply: Seller shall deliver to Buyer the LNG Cargo at the Delivery Point. Title to and risk of loss for all LNG and Natural Gas being transported by an LNG Ship pursuant to a Transaction shall pass from Seller to Buyer at the Title Transfer Point. Seller shall be borne by entitled to use as fuel such quantities of LNG and Natural Gas in the Party that fails LNG Ship as may reasonably be required to comply with enable the decision LNG Ship to continue its voyage from the Title Transfer Point inward bound to the Discharge Port, during berthing and unloading, and from the Discharge Port to the first point where the LNG Ship is entirely outside of the Expertterritorial waters (or EEZ if applicable) of the country where the Discharge Port is situated, unless there and Buyer shall not require any payment or other consideration to pass from Seller to Buyer in this regard. Title to and risk of loss of any LNG and Natural Gas remaining on the LNG Ship after discharge of the LNG Cargo at the Delivery Point will revert from Buyer to Seller at the first point where the LNG Ship is a finding entirely outside of fraud the territorial waters (or manifest error EEZ if applicable) of the country where the Discharge Port is situated. If delivery of the LNG Cargo (or part thereof) at the Delivery Point is cancelled pursuant to Clauses 5.2, 5.6, 6.3, 15.9, 21.2 or 26.4, or the failure by applicable Transaction is terminated in accordance with its terms, in each case, following transfer of title and risk of loss from Seller to Buyer under Clause 11.2(b), then Buyer shall be deemed to have informed Seller to instruct the Expert LNG Ship to disclose any relevant interest leave the territorial waters (or duty which conflicts or may conflict with his appointment. If EEZ if applicable) of the Expert does not render a decision within ninety (90) Days country where the Discharge Port is situated and title to and risk of his appointment, loss for all LNG and Natural Gas on the LNG Ship will re-transfer to Seller at the request first point where the LNG Ship is entirely outside of any Party the territorial waters (or EEZ if applicable) of the country where the Discharge Port is situated. Seller warrants to Buyer that, immediately prior to the issuance point where title to the LNG transfers to Buyer pursuant to the terms of a Transaction: Seller will have title to such decisionLNG; Seller will have the right at such time to sell the same; and such LNG will be free from all liens, a new Expert encumbrances, adverse claims and proprietary rights (other than in respect of Seller’s rights (if any) under Clause 11.2(c)), and that no circumstances will then exist which could give rise to any such encumbrances, adverse claims or proprietary rights (other than in respect of Seller’s rights (if any) under Clause 11.2(c)) other than those caused by acts or omissions of Buyer. Notwithstanding Clause 16.1, Seller shall be appointed under the provisions indemnify, defend and hold harmless Buyer from and against any direct loss, liability, damage or expenses or claim incurred by or made against Buyer in consequence of this Agreement and upon acceptance of appointment any breach by such new Expert, the appointment Seller of the previous Expert shall ceasewarranty of title in Clause 11.3.
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