Common use of Regasification and Send Clause in Contracts

Regasification and Send. Out of Gas 5.4.1 All LNG unloaded at the Terminal by or on behalf of a User shall be regasified and sent-out into the GPN within the User’s defined Unloading and Regasification Slot, unless otherwise agreed with the Operator in advance. 5.4.2 No later than 12:00 hours of each Gas Day in each Unloading and Regasification Slot, the Operator shall notify the User of the following in respect of the Delivery that will take place during the respective Unloading and Regasification Slot (or remaining part thereof, as the case may be): (a) the User’s Inventory; and (b) the actual Internal Use for the previous Gas Day (if any). 5.4.3 The User shall make the Nominations necessary to enable send-out of Regasified LNG to commence as soon as possible following the unloading of respective Cargo at the Terminal. On each Gas Day within an Unloading and Regasification Slot, the User may nominate a quantity of Gas for delivery per day between fifty (50) to five hundred (500) MMscfd, provided that the User’s Inventory equals zero (0) by the end of such Unloading and Regasification Slot. 5.4.4 The Operator shall cause to be delivered to the User at the Gas Delivery Point a quantity of Gas (expressed in MWh) that is, less Internal Use (expressed in MWh) as provided for in Clause 5.6, the MMscfd equivalent of the quantity of LNG in MWh received by the Operator for the User’s account at the LNG Receipt Point minus any Permitted Gas Loss. 5.4.5 The User acknowledges that the Operator is entitled to Permitted Gas Loss without charge. 5.4.6 Provided that the LNG delivered by or for the account of the User conforms to the LNG Specifications, including LNG treated in accordance with Clause 8.1.4, the Operator shall redeliver regasified LNG to the User at the Gas Delivery Point that conforms to the Gas Specifications. 5.4.7 Subject to: (a) use of the Permitted Maintenance Allowance; and (b) the availability of sufficient User’s Inventory, the User shall have the right to nominate for vaporization and delivery from the FSRU to the Gas Delivery Point a quantity of regasified LNG up to five hundred (500) MMscf per day and pro rated for hours in between, provided that the User is able to take delivery of regasified LNG at a pressure of between ninety five (95) and one hundred (100) Xxxx (the “Maximum LNG Regasification Rate”). 5.4.8 The Operator shall deliver the duly nominated regasified LNG: (a) at a minimum delivery rate of fifty (50) MMscfd per day and pro rated for hours in between; and (b) at a minimum temperature of five degrees Celsius (5ºC), and at a pressure of ninety-five (95) Xxxx. 5.4.9 The vaporization and regasified LNG delivery shall be carried out by the Operator in accordance with Schedule 4 (Gas Nomination Procedures). 5.4.10 Delivered regasified LNG shall be measured, and its quality determined, in accordance with the provisions of Schedule 3 (LNG and Gas Measurement and Testing Procedures). 5.4.11 The User shall indemnify, defend and hold Operator harmless from and against any liability incurred by the Operator for any failure to clear the User’s Inventory before the end of the relevant Unloading and Regasification Slot, save where such failure is due to any Permitted Service Reduction or Non-Permitted Service Reduction. 5.4.12 The User shall obtain and maintain transportation rights and Gas entry rights for the GPN sufficient for each Unloading and Regasification Slot allocated to the User. The User shall use reasonable endeavours to agree with the GPN Operator on Gas entry rights for the GPN that are necessary for the respective send-out profile of each Unloading and Regasification Slot allocated to the User. 5.4.13 The User shall submit a nomination to the GPN Operator for the transportation of a quantity of Gas which is consistent with the Nominations submitted to the Operator. The Operator and the GPN Operator shall apply a matching system according to which Nominations will be reduced in accordance with the “lesser of” principle, so that if unequal in size the largest nomination is reduced to the smallest nomination when matching Nominations with nominations submitted to the GPN Operator for the transportation of a quantity of Gas. 5.4.14 Notwithstanding a Nomination made by the User, the Operator may reduce the send- out rate for a particular Delivery (or stop it entirely, if permitted by Applicable Law) if the Operator determines acting as a Reasonable and Prudent Operator that such reduction or stoppage is necessary to maintain the safety and operational readiness of the Terminal. The Operator shall give the User as much notice as reasonably practicable if it needs to take such action. 5.4.15 The User shall be solely responsible for ensuring that the User’s arrangements with third parties at or downstream of the Gas Delivery Point are consistent with the terms and conditions of this Agreement. Such third party arrangements shall be timely communicated by the User to, and coordinated by the User with, the Operator and the Operator shall have no liability whatsoever for any failure of any such third party to provide downstream arrangements. The User shall ensure that its Gas transportation and sales arrangements are in compliance with all Applicable Laws and International Terminal Standards and, in respect of the delivery of Gas, the User shall ensure that it (or any Person to whom it transfers title to Gas at the Gas Delivery Point) holds at all times all necessary authorisations from each relevant Governmental Authority in respect of such Gas. 5.4.16 If the User is unable to accept or cause to be accepted at the Gas Delivery Point any quantity of Gas which it has nominated or which it is required to accept pursuant to this Agreement (including where the User does not have sufficient Gas entry rights for the GPN), or if the Operator considers (acting as a Reasonable and Prudent Operator) it necessary to maintain the safety and operational readiness of the Terminal, the Operator may, with such consultation with the User as may be reasonably practicable in the circumstances, take such measures to cause such Gas to be disposed of by a third party on behalf of the User (either as Gas or as LNG) as the Operator considers reasonably necessary in the circumstances (including causing such third party to deliver such Gas into the GPN or, if such Gas cannot practicably be delivered into the GPN, a sale of LNG, or such other course of action as the Operator considers reasonably necessary). Quantities of Gas (or LNG) disposed of pursuant to this Clause 5.4.16 shall be treated as having been delivered to the User as Gas in accordance with this Agreement and the Operator shall be deemed to have complied with its obligation to deliver such Gas at the Gas Delivery Point and its obligation under Clause 3.1.1 to make available the Gas Throughput Service in respect of such Gas. 5.4.17 The User shall indemnify, defend and hold the Operator harmless from and against all Costs and Losses incurred by any Operator Party caused by or arising from the User’s failure to comply with its obligations under Clauses 5.4.15 and 5.4.16 (including any Costs incurred by Operator to any Other User) and any Costs and Losses incurred by any Operator Party in connection with the Operator taking such measures to cause such Gas to be disposed of by a third party on behalf of the User (including any costs of appointing such third party), including transportation and marketing costs.

Appears in 2 contracts

Samples: Terminal Use Agreement, Terminal Use Agreement

AutoNDA by SimpleDocs

Regasification and Send. Out of Gas 5.4.1 5.3.1 All LNG unloaded at the Terminal by or on behalf of a User shall be regasified and sent-out into the GPN within the User’s defined Unloading and Regasification Slot, unless otherwise agreed with the Operator in advance. 5.4.2 5.3.2 No later than 12:00 hours of each Gas Day in each Unloading and Regasification Slot, the Operator shall notify the User of the following in respect of the Delivery that will take place during the respective Unloading and Regasification Slot (or remaining part thereof, as the case may be): (a) the User’s Inventory; and (b) the actual Internal Use for the previous Gas Day (if any). 5.4.3 5.3.3 The User shall make the Nominations necessary to enable send-out of Regasified LNG to commence as soon as possible following the unloading of respective Cargo at the Terminal. On each Gas Day within an Unloading and Regasification Slot, the User may nominate a quantity of Gas for delivery per day between fifty (50) MMscfd to five hundred (500) MMscfd (or, by using Peak Capacity, up to seven hundred fifty (750) MMscfd) in accordance with Schedule 4 (Gas Nomination Procedures), provided that the User’s Inventory equals zero (0) by the end of such Unloading and Regasification Slot. 5.4.4 The Operator shall cause to be delivered to the User at the Gas Delivery Point a quantity of Gas (expressed in MWh) that is, less Internal Use (expressed in MWh) as provided for in Clause 5.6, the MMscfd equivalent of the quantity of LNG in MWh received by the Operator for the User’s account at the LNG Receipt Point minus any Permitted Gas Loss. 5.4.5 The User acknowledges that the Operator is entitled to Permitted Gas Loss without charge. 5.4.6 Provided that the LNG delivered by or for the account of the User conforms to the LNG Specifications, including LNG treated in accordance with Clause 8.1.4, the Operator shall redeliver regasified LNG to the User at the Gas Delivery Point that conforms to the Gas Specifications. 5.4.7 Subject to: (a) use of the Permitted Maintenance Allowance; and (b) the availability of sufficient User’s Inventory, the User shall have the right to nominate for vaporization and delivery from the FSRU to the Gas Delivery Point a quantity of regasified LNG up to five hundred (500) MMscf per day and pro rated for hours in between, provided that the User is able to take delivery of regasified LNG at a pressure of between ninety five (95) and one hundred (100) Xxxx (the “Maximum LNG Regasification Rate”). 5.4.8 The Operator shall deliver the duly nominated regasified LNG: (a) at a minimum delivery rate of fifty (50) MMscfd per day and pro rated for hours in between; and (b) at a minimum temperature of five degrees Celsius (5ºC), and at a pressure of ninety-five (95) Xxxx. 5.4.9 The vaporization and regasified LNG delivery shall be carried out by the Operator in accordance with Schedule 4 (Gas Nomination Procedures). 5.4.10 Delivered regasified LNG shall be measured, and its quality determined, in accordance with the provisions of Schedule 3 (LNG and Gas Measurement and Testing Procedures). 5.4.11 5.3.4 The User shall indemnify, defend and hold Operator harmless from and against any liability incurred by the Operator for any failure to clear the User’s Inventory before the end of the relevant Unloading and Regasification Slot, save where such failure is due to any Permitted Service Reduction or Non-Permitted Service Reduction. 5.4.12 5.3.5 The User shall obtain and maintain transportation rights and Gas entry rights for the GPN sufficient for each Unloading and Regasification Slot allocated to the User. The User shall use reasonable endeavours to agree with the GPN Operator on Gas entry rights for the GPN that are necessary for the respective send-out profile of each Unloading and Regasification Slot allocated to the User. 5.4.13 5.3.6 The User shall submit a nomination to the GPN Operator for the transportation of a quantity of Gas which is consistent with the Nominations submitted to the Operator. The Operator and the GPN Operator shall apply a matching system according to which Nominations will be reduced in accordance with the “lesser of” principle, so that if unequal in size the largest nomination is reduced to the smallest nomination when matching Nominations with nominations submitted to the GPN Operator for the transportation of a quantity of Gas. 5.4.14 5.3.7 Notwithstanding a Nomination made by the User, the Operator may reduce the send- out rate for a particular Delivery (or stop it entirely, if permitted by Applicable Law) if the Operator determines acting as a Reasonable and Prudent Operator that such reduction or stoppage is necessary to maintain the safety and operational readiness of the Terminal. The Operator shall give the User as much notice as reasonably practicable if it needs to take such action. If, for reasons outside of the Operator’s reasonable control, the Operator is required to reduce the send-out rate or is unable to send-out Gas as nominated by the User from the FSRU, the Operator may take such measures as it considers reasonably necessary in order to meet the User’s Nomination, which may include the send-out of Gas from the Xxxxx storage facility on a temporary basis, subject to the agreement of the owners of such storage facility and any limitations of send-out from such storage facility, and provided that such Gas meets the requirements of this Agreement. In respect of any such Gas sent out from the Xxxxx storage facility shall, for the purposes of Clause 8.4.1, custody and risk of loss of the User’s Inventory will pass from the Operator to the User at the gas delivery point which is the point of interconnection between the gas pipeline connecting the Xxxxx storage facility to the relevant Gas metering station of the GPN. The Operator shall be responsible for returning to the owner of such storage facility an amount of Gas equivalent to any such amount sent out from such storage facility for the account of the User, which may include delivering Regasified LNG from the User’s Inventory. 5.4.15 5.3.8 The User shall be solely responsible for ensuring that the User’s arrangements with third parties at or downstream of the Gas Delivery Point are consistent with the terms and conditions of this Agreement. Such third party arrangements shall be timely communicated by the User to, and coordinated by the User with, the Operator and the Operator shall have no liability whatsoever for any failure of any such third party to provide downstream arrangements. The User shall ensure that its Gas transportation and sales arrangements are in compliance with all Applicable Laws and International Terminal Standards and, in respect of the delivery of Gas, the User shall ensure that it (or any Person to whom it transfers title to Gas at the Gas Delivery Point) holds at all times all necessary authorisations from each relevant Governmental Authority in respect of such Gas. 5.4.16 5.3.9 If the User is unable to accept or cause to be accepted at the Gas Delivery Point any quantity of Gas which it has nominated or which it is required to accept pursuant to this Agreement (including where the User does not have sufficient Gas entry rights for the GPN), or if the Operator considers (acting as a Reasonable and Prudent Operator) it necessary to maintain the safety and operational readiness of the Terminal, the Operator may, with such consultation with the User as may be reasonably practicable in the circumstances, take such measures to cause such Gas to be disposed of by a third party on behalf of the User (either as Gas or as LNG) as the Operator considers reasonably necessary in the circumstances (including causing such third party to deliver such Gas into the GPN or, if such Gas cannot practicably be delivered into the GPN, a sale of LNG, or such other course of action as the Operator considers reasonably necessary). Quantities of Gas (or LNG) disposed of pursuant to this Clause 5.4.16 5.3.9 shall be treated as having been delivered to the User as Gas in accordance with this Agreement and the Operator shall be deemed to have complied with its obligation to deliver such Gas at the Gas Delivery Point and its obligation under Clause 3.1.1 to make available the Gas Throughput Service in respect of such Gas. 5.4.17 5.3.10 The User shall indemnify, defend and hold the Operator harmless from and against all Costs and Losses losses incurred by any Operator Party caused by or arising from the User’s failure to comply with its obligations under Clauses 5.4.15 5.3.8 and 5.4.16 5.3.9 (including any Costs incurred by Operator to any Other User) and any Costs and Losses losses incurred by any Operator Party in connection with the Operator taking such measures to cause such Gas to be disposed of by a third party on behalf of the User (including any costs of appointing such third party), including transportation and marketing costs.

Appears in 1 contract

Samples: Terminal Use Agreement

Regasification and Send. Out of GasGas‌ 5.4.1 All LNG unloaded at the Terminal by or on behalf of a the User shall be regasified and sent-out into the GPN within the User’s defined Unloading and Regasification Slot, unless otherwise agreed with the Operator in advance. 5.4.2 No later than 12:00 hours of each Gas Day in each Unloading and Regasification Slot, the Operator shall notify the User of the following in respect of the Delivery that will take place during the respective Unloading and Regasification Slot (or remaining part thereof, as the case may be): (a) the User’s Inventory; and (b) the actual Internal Use for the previous Gas Day (if any). 5.4.3 The User shall make the Nominations necessary to enable send-out of Regasified LNG to commence as soon as possible following the unloading of respective Cargo at the Terminal. On each Gas Day within an Unloading and Regasification Slot, the User may nominate a quantity of Gas for delivery per day between fifty (50) MMscfd to five hundred (500) MMscfd (or, by using Peak Capacity, up to seven hundred fifty (750) MMscfd) in accordance with Schedule 4 (Gas Nomination Procedures), provided that the User’s Inventory equals zero (0) by the end of such Unloading and Regasification Slot. 5.4.4 The Operator shall cause to be delivered to the User at the Gas Delivery Point a quantity of Gas (expressed in MWh) that is, less Internal Use (expressed in MWh) as provided for in Clause 5.6, the MMscfd equivalent of the quantity of LNG in MWh received by the Operator for the User’s account at the LNG Receipt Point minus any Permitted Gas Loss. 5.4.5 The User acknowledges that the Operator is entitled to Permitted Gas Loss without charge. 5.4.6 Provided that the LNG delivered by or for the account of the User conforms to the LNG Specifications, including LNG treated in accordance with Clause 8.1.4, the Operator shall redeliver regasified LNG to the User at the Gas Delivery Point that conforms to the Gas Specifications. 5.4.7 Subject to: (a) use of the Permitted Maintenance Allowance; and (b) the availability of sufficient User’s Inventory, the User shall have the right to nominate for vaporization and delivery from the FSRU to the Gas Delivery Point a quantity of regasified LNG up to five hundred (500) MMscf per day and pro rated for hours in between, provided that the User is able to take delivery of regasified LNG at a pressure of between ninety five (95) and one hundred (100) Xxxx (the “Maximum LNG Regasification Rate”). 5.4.8 The Operator shall deliver the duly nominated regasified LNG: (a) at a minimum delivery rate of fifty (50) MMscfd per day and pro rated for hours in between; and (b) at a minimum temperature of five degrees Celsius (5ºC), and at a pressure of ninety-five (95) Xxxx. 5.4.9 The vaporization and regasified LNG delivery shall be carried out by the Operator in accordance with Schedule 4 (Gas Nomination Procedures). 5.4.10 Delivered regasified LNG shall be measured, and its quality determined, in accordance with the provisions of Schedule 3 (LNG and Gas Measurement and Testing Procedures). 5.4.11 The User shall indemnify, defend and hold harmless the Operator harmless from and against any liability incurred by the Operator for any failure to clear the User’s Inventory before the end of the relevant Unloading and Regasification Slot, save where such failure is due to any Permitted Service Reduction or Non-Permitted Service Reduction. 5.4.12 5.4.5 The User Operator shall obtain and maintain transportation rights and Gas entry rights for the GPN sufficient for each Unloading and Regasification Slot allocated to the User. The User shall use reasonable endeavours to agree with the GPN Operator on Gas entry rights for the GPN that are necessary for the respective send-out profile of each Unloading and Regasification Slot allocated to the User. 5.4.13 The User shall submit a nomination to the GPN Operator for the transportation of a quantity of Gas which is consistent with the Nominations submitted to the Operator. The Operator and the GPN Operator shall apply a matching system according to which Nominations will be reduced in accordance with the “lesser of” principle, so that if unequal in size the largest nomination is reduced to the smallest nomination when matching Nominations with nominations submitted to the GPN Operator for the transportation of a quantity of Gas. 5.4.14 5.4.6 Notwithstanding a Nomination made by the User, the Operator may reduce the send- out rate for a particular Delivery (or stop it entirely, if permitted by Applicable Law) if the Operator determines acting as a Reasonable and Prudent Operator that such reduction or stoppage is necessary to maintain the safety and operational readiness of the Terminal. The Operator shall give the User as much notice as reasonably practicable if it needs to take such action. If, for reasons outside of the Operator’s reasonable control, the Operator is required to reduce the send-out rate or is unable to send-out Gas as nominated by the User from the FSRU, the Operator may take such measures as it considers reasonably necessary in order to meet the User’s Nomination, which may include the send out of Gas from the Xxxxx storage facility on a temporary basis, subject to the agreement of the owners of such storage facility and any limitations on send out from such storage facility, and provided that such Gas meets the requirements of this Agreement. In respect of any such Gas sent out from the Xxxxx storage facility, for the purposes of Clause 8.4.1, custody and risk of loss of such Gas will pass from the Operator to the User at the gas delivery point which is the point of interconnection between the gas pipeline connecting the Xxxxx storage facility to the relevant Gas metering station of the GPN. The Operator shall be responsible for returning to the owner of such storage facility an amount of Gas equivalent to any such amount sent out from such storage facility for the account of the User, which may include delivering Regasified LNG from the User’s Inventory. 5.4.15 5.4.7 The User shall be solely responsible for ensuring that the User’s arrangements with third parties at or downstream of the Gas Delivery Point are consistent with the terms and conditions of this Agreement. Such third party arrangements shall be timely communicated by the User to, and coordinated by the User with, the Operator and the Operator shall have no liability whatsoever for any failure of any such third party to provide downstream arrangements. The User shall ensure that its Gas transportation and sales arrangements are in compliance with all Applicable Laws and International Terminal Standards and, in respect of the delivery of Gas, the User shall ensure that it (or any Person to whom it transfers title to Gas at the Gas Delivery Point) holds at all times all necessary authorisations from each relevant Governmental Authority in respect of such Gas. 5.4.16 5.4.8 If the User is unable to accept or cause to be accepted at the Gas Delivery Point any quantity of Gas which it has nominated or which it is required to accept pursuant to this Agreement (including where except if due to the User does not have sufficient Gas entry rights for fault of the GPNOperator), or if the Operator considers (acting as a Reasonable and Prudent Operator) it necessary to maintain the safety and operational readiness of the Terminal, the Operator may, with such consultation with the User as may be reasonably practicable in the circumstances, take such measures to cause such Gas to be disposed of by a third party on behalf of the User (either as Gas or as LNG) as the Operator considers reasonably necessary in the circumstances (including causing such third party to deliver such Gas into the GPN or, if such Gas cannot practicably be delivered into the GPN, a sale of LNG, or such other course of action as the Operator considers reasonably necessary). Quantities of Gas (or LNG) disposed of pursuant to this Clause 5.4.16 5.4.8 shall be treated as having been delivered to the User as Gas in accordance with this Agreement and the Operator shall be deemed to have complied with its obligation to deliver such Gas at the Gas Delivery Point and its obligation under Clause 3.1.1 to make available the Gas Throughput Service in respect of such Gas. 5.4.17 5.4.9 The User shall indemnify, defend and hold harmless the Operator harmless from and against all Costs and Losses losses incurred by any Operator Party caused by or arising from the User’s failure pursuant to comply with its obligations under Clauses 5.4.15 5.4.7 and 5.4.16 5.4.8 (including any Costs incurred by Operator to any Other User) and any Costs and Losses losses incurred by any Operator Party in connection with the Operator taking such measures to cause such Gas to be disposed of by a third party on behalf of the User (including any costs of appointing such third party), including transportation and marketing costs.

Appears in 1 contract

Samples: Terminal Use Agreement

AutoNDA by SimpleDocs

Regasification and Send. Out of Gas 5.4.1 5.3.1 All LNG unloaded at the Terminal by or on behalf of a User shall be regasified and sent-out into the GPN within the User’s defined Unloading and Regasification Slot, unless otherwise agreed with the Operator in advance. 5.4.2 5.3.2 No later than 12:00 hours of each Gas Day in each Unloading and Regasification Slot, the Operator shall notify the User of the following in respect of the Delivery that will take place during the respective Unloading and Regasification Slot (or remaining part thereof, as the case may be): (a) the User’s Inventory; and (b) the actual Internal Use for the previous Gas Day (if any). 5.4.3 5.3.3 The User shall make the Nominations necessary to enable send-out of Regasified LNG to commence as soon as possible following the unloading of respective Cargo at the Terminal. On each Gas Day within an Unloading and Regasification Slot, the User may nominate a quantity of Gas for delivery per day between fifty (50) to five four hundred (500400) MMscfd in Open Loop Configuration and between fifty (50) to two hundred forty (240) MMscfd (or, by using Peak Capacity, up to four hundred (400) MMscfd) in Combined Loop Configuration in accordance with Schedule 4 (Gas Nomination Procedures), provided that the User’s Inventory equals zero (0) by the end of such Unloading and Regasification SlotSlot and there is sufficient amount of warm water to facilitate such nomination. Operator will advise at least fifteen (15) days prior to the Unloading and Regasification Slot of the feasible Nominations based on the amount of warm water supply available. 5.4.4 The Operator shall cause to be delivered to the User at the Gas Delivery Point a quantity of Gas (expressed in MWh) that is, less Internal Use (expressed in MWh) as provided for in Clause 5.6, the MMscfd equivalent of the quantity of LNG in MWh received by the Operator for the User’s account at the LNG Receipt Point minus any Permitted Gas Loss. 5.4.5 The User acknowledges that the Operator is entitled to Permitted Gas Loss without charge. 5.4.6 Provided that the LNG delivered by or for the account of the User conforms to the LNG Specifications, including LNG treated in accordance with Clause 8.1.4, the Operator shall redeliver regasified LNG to the User at the Gas Delivery Point that conforms to the Gas Specifications. 5.4.7 Subject to: (a) use of the Permitted Maintenance Allowance; and (b) the availability of sufficient User’s Inventory, the User shall have the right to nominate for vaporization and delivery from the FSRU to the Gas Delivery Point a quantity of regasified LNG up to five hundred (500) MMscf per day and pro rated for hours in between, provided that the User is able to take delivery of regasified LNG at a pressure of between ninety five (95) and one hundred (100) Xxxx (the “Maximum LNG Regasification Rate”). 5.4.8 The Operator shall deliver the duly nominated regasified LNG: (a) at a minimum delivery rate of fifty (50) MMscfd per day and pro rated for hours in between; and (b) at a minimum temperature of five degrees Celsius (5ºC), and at a pressure of ninety-five (95) Xxxx. 5.4.9 The vaporization and regasified LNG delivery shall be carried out by the Operator in accordance with Schedule 4 (Gas Nomination Procedures). 5.4.10 Delivered regasified LNG shall be measured, and its quality determined, in accordance with the provisions of Schedule 3 (LNG and Gas Measurement and Testing Procedures). 5.4.11 5.3.4 The User shall indemnify, defend and hold Operator harmless from and against any liability incurred by the Operator for any failure to clear the User’s Inventory before the end of the relevant Unloading and Regasification Slot, save where such failure is due to any Permitted Service Reduction or Non-Permitted Service Reduction. 5.4.12 5.3.5 The User shall obtain and maintain transportation rights and Gas entry rights for the GPN sufficient for each Unloading and Regasification Slot allocated to the User. The User shall use reasonable endeavours to agree with the GPN Operator on Gas entry rights for the GPN that are necessary for the respective send-out profile of each Unloading and Regasification Slot allocated to the User. 5.4.13 5.3.6 The User shall submit a nomination to the GPN Operator for the transportation of a quantity of Gas which is consistent with the Nominations submitted to the Operator. The Operator and the GPN Operator shall apply a matching system according to which Nominations will be reduced in accordance with the “lesser of” principle, so that if unequal in size the largest nomination is reduced to the smallest nomination when matching Nominations with nominations submitted to the GPN Operator for the transportation of a quantity of Gas. 5.4.14 5.3.7 Notwithstanding a Nomination made by the User, the Operator may reduce the send- out rate for a particular Delivery (or stop it entirely, if permitted by Applicable Law) if the Operator determines acting as a Reasonable and Prudent Operator that such reduction or stoppage is necessary to maintain the safety and operational readiness of the Terminal. The Operator shall give the User as much notice as reasonably practicable if it needs to take such action. 5.4.15 5.3.8 The User shall be solely responsible for ensuring that the User’s arrangements with third parties at or downstream of the Gas Delivery Point are consistent with the terms and conditions of this Agreement. Such third party arrangements shall be timely communicated by the User to, and coordinated by the User with, the Operator and the Operator shall have no liability whatsoever for any failure of any such third party to provide downstream arrangements. The User shall ensure that its Gas transportation and sales arrangements are in compliance with all Applicable Laws and International Terminal Standards and, in respect of the delivery of Gas, the User shall ensure that it (or any Person to whom it transfers title to Gas at the Gas Delivery Point) holds at all times all necessary authorisations from each relevant Governmental Authority in respect of such Gas. 5.4.16 5.3.9 If the User is unable to accept or cause to be accepted at the Gas Delivery Point any quantity of Gas which it has nominated or which it is required to accept pursuant to this Agreement (including where the User does not have sufficient Gas entry rights for the GPN), or if the Operator considers (acting as a Reasonable and Prudent Operator) it necessary to maintain the safety and operational readiness of the Terminal, the Operator may, with such consultation with the User as may be reasonably practicable in the circumstances, take such measures to cause such Gas to be disposed of by a third party on behalf of the User (either as Gas or as LNG) as the Operator considers reasonably necessary in the circumstances (including causing such third party to deliver such Gas into the GPN or, if such Gas cannot practicably be delivered into the GPN, a sale of LNG, or such other course of action as the Operator considers reasonably necessary). Quantities of Gas (or LNG) disposed of pursuant to this Clause 5.4.16 5.3.9 shall be treated as having been delivered to the User as Gas in accordance with this Agreement and the Operator shall be deemed to have complied with its obligation to deliver such Gas at the Gas Delivery Point and its obligation under Clause 3.1.1 to make available the Gas Throughput Service in respect of such Gas. 5.4.17 5.3.10 The User shall indemnify, defend and hold the Operator harmless from and against all Costs and Losses losses incurred by any Operator Party caused by or arising from the User’s failure to comply with its obligations under Clauses 5.4.15 5.3.8 and 5.4.16 5.3.9 (including any Costs incurred by Operator to any Other User) and any Costs and Losses losses incurred by any Operator Party in connection with the Operator taking such measures to cause such Gas to be disposed of by a third party on behalf of the User (including any costs of appointing such third party), including transportation and marketing costs.

Appears in 1 contract

Samples: Terminal Use Agreement

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!