Common use of Sale and Purchase of LNG Clause in Contracts

Sale and Purchase of LNG. 3.1.1 Seller shall sell and make available for delivery, or compensate Buyer if not made available for delivery, LNG in cargoes at the Delivery Point, and Buyer shall take and pay for, or compensate Seller if not taken, such LNG, in the quantities and at the prices set forth in and otherwise in accordance with and subject to the provisions of this Agreement. 3.1.2 Seller intends to load cargoes from the Driftwood LNG Terminal, but, upon not less than sixty (60) Days’ prior written notice and subject to the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Seller may deliver cargoes to Buyer from any alternate source; provided, that: (a) LNG from such alternate source shall, when made available by Seller to Buyer, comply with the Specifications; (b) LNG from such alternate source shall comply with the specifications in Buyer’s relevant LNG sales contractual obligation(s) in the reasonable determination of Buyer; (c) Seller has agreed to reimburse Buyer an amount equal to Buyer’s reasonable estimate of the increased costs that would be incurred as a result of the delivery of LNG at such alternate source; (d) the delivery of LNG at an alternate source is necessitated by operational conditions affecting the Driftwood LNG Terminal that have reduced the capability of the Driftwood LNG Terminal to produce or load LNG; (e) the receipt of LNG at an alternate source will not affect the ability of LNG Tankers to perform such cargo receipts and deliveries and other cargo receipts and deliveries in a timely fashion and in accordance with Buyer’s contractual obligations, in the reasonable determination of Buyer; (f) the facilities at the alternate source are compatible with LNG Tankers and acceptable in the reasonable determination of Buyer; (g) any other condition reasonably imposed by Buyer has been satisfied by Seller to Buyer’s reasonable satisfaction; and (h) the alternate source and the voyage thereto do not present added risks or dangers to any LNG Tanker or personnel of Buyer or any Affiliate of Buyer in the reasonable determination of Buyer.

Sale and Purchase of LNG. 3.1.1 Seller shall sell and make available for delivery, or compensate Buyer if not made available for delivery, LNG in cargoes at the Delivery Point, and Buyer shall take and pay for, or compensate Seller if not taken, such LNG, in the quantities and at the prices set forth in and otherwise in accordance with and subject to the provisions of this Agreement. 3.1.2 Seller intends to shall load cargoes from the Driftwood LNG Terminal, but, upon not less than sixty (60) Days’ prior written notice and subject to the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Seller may deliver cargoes to Buyer from any alternate source; provided, that: (a) LNG from such alternate source shall, when made available by Seller to Buyer, comply with the Specifications; (b) LNG from such alternate source shall comply with the specifications in Buyer’s relevant LNG sales contractual obligation(s) in the reasonable determination of Buyer; (c) Seller has agreed to reimburse Buyer an amount equal to Buyer’s reasonable estimate of the increased costs that would be incurred as a result of the delivery of LNG at such alternate source, including any additional shipping costs incurred by Buyer to transport the cargo from the alternate source to the unloading port; (d) the delivery of LNG at an alternate source is necessitated by operational conditions affecting the Driftwood LNG Terminal that have reduced the capability of the Driftwood LNG Terminal to produce or load LNG; (e) the receipt of LNG at an alternate source will not affect the ability of LNG Tankers to perform such cargo receipts and deliveries and other cargo receipts and deliveries in a timely fashion and in accordance with Buyer’s contractual obligations, in the reasonable determination of Buyer; (f) the facilities at the alternate source are compatible with LNG Tankers and acceptable in the reasonable determination of Buyer; (g) any other condition reasonably imposed by Buyer has been satisfied by Seller to Buyer’s reasonable satisfaction; and (h) the alternate source and the voyage thereto do not present added risks or dangers to any LNG Tanker or personnel of Buyer or any Affiliate of Buyer in the reasonable determination of Buyer.

Sale and Purchase of LNG. 3.1.1 Seller shall sell and make available for delivery, or compensate Buyer if not made available for delivery, LNG in cargoes at the Delivery Point, and Buyer shall take and pay for, or compensate Seller if not taken, such LNG, in the quantities and at the prices set forth in and otherwise in accordance with and subject to the provisions of this Agreement. 3.1.2 Seller intends to load cargoes from the Driftwood LNG Terminal, but, upon not less than sixty (60) Days’ prior written notice and subject to the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Seller may deliver cargoes to Buyer from any alternate source; provided, that: (a) LNG from such alternate source shall, when made available by Seller to Buyer, comply with the Specifications; (b) there is no legal, contractual, operational or regulatory restriction (including as a result of Buyer’s resale arrangement) on Buyer being able to load and sell LNG from such the alternate source shall comply with the specifications in Buyer’s relevant LNG sales contractual obligation(s) in the reasonable determination of Buyersource; (c) Seller has agreed to reimburse Buyer an amount equal to Buyer’s reasonable estimate of the increased costs that would be incurred as a result of the delivery of LNG at such alternate source; (d) the delivery of LNG at an alternate source is necessitated by operational conditions affecting the Driftwood LNG Terminal that have reduced the capability of the Driftwood LNG Terminal to produce or load LNG; (e) the receipt of LNG at an alternate source will not affect the ability of LNG Tankers to perform such cargo receipts and deliveries and other cargo receipts and deliveries in a timely fashion and in accordance with Buyer’s contractual obligationsdetermination, in the reasonable determination of acting reasonably, loading from such facility does not impair Buyer’s shipping schedule; (f) the facilities at the alternate source are compatible with LNG Tankers and acceptable in the reasonable determination of Buyer; (g) any other condition reasonably imposed by Buyer has been satisfied by Seller to Buyer’s reasonable satisfaction; and; (h) the alternate source and the voyage thereto do not present added risks or dangers to any LNG Tanker or personnel of Buyer or any Affiliate of Buyer in the reasonable determination of Buyer; and (i) material operational changes, including material changes to NOR procedures, that arise due to loading at the alternate source as opposed to loading at the Driftwood LNG Terminal, are agreed in writing after consultation between Buyer and Seller.

Sale and Purchase of LNG. 3.1.1 Seller shall sell and make available for delivery, or compensate Buyer if not made available for delivery, LNG in cargoes at the Delivery Point, and Buyer shall take and pay for, or compensate Seller if not taken, such LNG, in the quantities and at the prices set forth in and otherwise in accordance with and subject to the provisions of this Agreement. 3.1.2 Seller intends to shall load LNG cargoes from the Driftwood LNG Terminal, but, provided that upon not less than sixty (60) Days’ prior written notice and subject to the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed), Seller may deliver LNG cargoes to Buyer from any alternate source; provided, further, that: (a) such alternate source is located on the Gulf Coast of the United States of America; (b) LNG from such alternate source shall, when made available by Seller to Buyer, comply with the Specifications; (bc) LNG from such alternate source shall comply with the specifications in Buyer’s relevant LNG sales contractual obligation(s) in the reasonable determination of Buyer; (cd) Seller has agreed to reimburse Buyer an amount equal to Buyer’s reasonable estimate of the increased costs that would be incurred as a result of the delivery of LNG at such alternate source; (de) the delivery of LNG at an alternate source is necessitated by operational conditions affecting the Driftwood LNG Terminal that have reduced the capability of the Driftwood LNG Terminal to produce or load LNG; (ef) the receipt of LNG at an alternate source will not affect the ability of LNG Tankers to perform such LNG cargo receipts and deliveries and other LNG cargo receipts and deliveries in a timely fashion and in accordance with Buyer’s contractual obligations, in the reasonable determination of Buyer; (fg) the facilities at the alternate source are compatible with LNG Tankers and acceptable in the reasonable determination of Buyer; (gh) material operational changes, including material changes to NOR procedures, that arise due to loading at the alternate source as opposed to loading at the Driftwood LNG Terminal, are agreed in writing after consultation between Buyer and Seller; (i) any other condition reasonably imposed by Buyer has been satisfied by Seller to Buyer’s reasonable satisfaction; and (hj) the alternate source and the voyage thereto do not present added risks or dangers to any LNG Tanker or personnel of Buyer or any Affiliate of Buyer in the reasonable determination of Buyer.