Common use of Shipping Services Clause in Contracts

Shipping Services. The "Shipping Services" comprise the Transporter: 3.1.1 obtaining, maintaining and providing LNG vessels as needed: (A) that satisfy the requirements for such vessels under the DES SPA; and (B) with sufficient capacity to meet Project Co’s transportation needs under the DES SPA; 3.1.2 where necessary, changing the LNG Tanker set forth in the DES ADP or DES Ninety Day Schedule, as applicable, in respect of any cargo to be delivered thereunder, subject to satisfying the DES SPA requirements contained in the DES SPA; 3.1.3 managing all operational matters related to LNG transportation contemplated by this Agreement, including all interactions with ship-owners, the vetting and compatibility studies of the LNG vessels, the receipt of all necessary port permits/approvals and the vetting of Receiving Terminals. Without limiting the generality of the foregoing, this shall include: (A) the provision of notices pursuant to Section 3.2.2(b) of the DES SPA on behalf of Project Co; (B) causing each LNG Tanker to comply with the specifications of Section 7.5 of the DES SPA; (C) putting forward for approval under Section 7.6 of the DES SPA, each LNG vessel proposed to be used as an LNG Tanker; (D) complying with all requirements imposed on Project Co by Section 7.6.1 of the DES SPA; (E) giving all notices required by Section 7.10 and Section 7.11 of the DES SPA on behalf of Project Co; (F) performing all of Project Co's obligations under Sections 7.14.4 and 7.15 of the DES SPA; (G) executing (on behalf of Project Co) or causing the master of each LNG Tanker (acting on behalf of the ship-owner of such LNG Tanker) to execute, a Port Liability Agreement where required to do so under Section 7.8 of the DES SPA, subject to such Port Liability Agreement complying with the requirements of Section 7.8 of the DES SPA; (H) in the event that DES Buyer sends a proposal under Section 3.3.2(b) of the DES SPA, Transporter shall (on behalf of Project Co and without the consent of Project Co) as soon as reasonably practicable notify DES Buyer of its determination as to whether such request is approved; 3.1.4 performing all administrative and operational tasks related to the delivery obligations of Project Co under the DES SPA including in relation to: (A) the annual scheduling process and the ninety-day scheduling, including compliance with the scheduling protocols set out in Paragraph 4 of this Schedule 1 and management of the DES ADP or DES Ninety Day Schedule, as applicable, and matters related thereto; (B) the issuance of invoices in Project Co’s name; (C) the provision of transportation-related notices to DES Buyer (D) the vetting and approval of re-gasification terminals; and (E) all interactions with DES Buyer agent at the Receiving Terminal; 3.1.5 delivering all cargo documentation (including, where applicable, bills of lading in respect of the relevant cargo that incorporate terms, clauses, conditions and warranties, liberties and exceptions, including applicable law and arbitration clauses/dispute resolution clauses, relating to the conditions of carriage of goods by sea that are reasonable and customary to incorporate into bills of lading in the LNG industry); 3.1.6 discharging the obligations of Project Co with respect to measuring and testing of LNG under Section 13 of the DES SPA, including without limitation, supplying, operating and maintaining, or causing to be supplied, operated and maintained, suitable gauging devices for the LNG tanks of the LNG Tanker, as well as pressure and temperature measuring devices and any other measurement, gauging or testing devices which are incorporated in the structure of such LNG Tanker or customarily maintained on shipboard in accordance with the requirements set out in Section 13 of the DES SPA; 3.1.7 managing any and all customs clearance obligations of Project Co relating to the lifting of the LNG cargo from the relevant Production Facility and delivered at the Receiving Terminal; and 3.1.8 preparing and delivering to DES Buyer all invoices to be prepared and delivered by Project Co to DES Buyer under Section 9 and Section 10 the DES SPA. For the avoidance of doubt, any invoices shall be prepared and issued by the Transporter in accordance with the provisions of Section 9, 10 and 25 of the DES SPA as if such provisions applied to and were binding on the Transporter.

Shipping Services. The "Shipping Services" comprise the Transporter: 3.1.1 obtaining, maintaining and providing LNG vessels as needed: (A) that satisfy the requirements for such vessels under the DES SPA; and (B) with sufficient capacity to meet Project Co’s transportation needs under the DES SPA; 3.1.2 where necessary, changing the LNG Tanker set forth in the DES ADP or DES Ninety Day Schedule, as applicable, in respect of any cargo to be delivered thereunder, subject to satisfying the DES SPA requirements contained in the DES SPA; 3.1.3 managing all operational matters related to LNG transportation contemplated by this Agreement, including all interactions with ship-owners, the vetting and compatibility studies of the LNG vessels, the receipt of all necessary port permits/approvals and the vetting of Receiving Terminals. Without limiting the generality of the foregoing, this shall include: (A) the provision of notices pursuant to Section 3.2.2(b3.1.3(b) of the DES SPA on behalf of Project Co; (B) causing each LNG Tanker to comply with the specifications of Section 7.5 of the DES SPA; (C) putting forward for approval under Section 7.6 of the DES SPA, each LNG vessel proposed to be used as an LNG Tanker; (D) complying with all requirements imposed on Project Co by Section 7.6.1 of the DES SPA; (E) permitting DES Buyer to exercise all rights of inspection and otherwise under Section 7.6.3 of the DES SPA in relation to LNG Tankers; (F) giving all notices required by Section 7.10 and Section 7.11 of the DES SPA on behalf of Project Co; (FG) performing all of Project Co's obligations under Sections 7.14.4 and 7.15 of the DES SPA; (GH) executing (on behalf of Project Co) or causing the master of each LNG Tanker (acting on behalf of the ship-owner of such LNG Tanker) to execute, a Port Liability Agreement where required to do so under Section 7.8 of the DES SPA, subject to such Port Liability Agreement complying with the requirements of Section 7.8 of the DES SPA;; and (HI) in the event that DES Buyer sends a proposal gives notice under Section 3.3.2(b) 8.5.1 of the DES SPA, Transporter shall (on behalf of Project Co and without the consent of Project Co) as soon as reasonably practicable notify DES Buyer of its determination as to whether such request is approvedthe conditions set out in Section 8.5.1 of the DES SPA are satisfied. If Transporter determines that one or more of the conditions set out in Section 8.5.1 of the DES SPA has or have not been satisfied, Transporter shall notify DES Buyer and, if requested by DES Buyer, Transporter shall consult with DES Buyer regarding any unsatisfied conditions. If Transporter determines, acting as a Reasonable and Prudent Operator, that one or both of the conditions set out in Section 8.5.2 of the DES SPA are no longer satisfied, Transporter shall (on behalf of Project Co and without the consent of Project Co) as soon as reasonably practicable notify DES Buyer of its determination; 3.1.4 performing all administrative and operational tasks related to the delivery obligations of Project Co under the DES SPA including in relation to: (A) the annual scheduling process and the ninety-day scheduling, including compliance with the scheduling protocols set out in Paragraph 4 of this Schedule 1 and management of the DES ADP or DES Ninety Day Schedule, as applicable, and matters related thereto; (B) the issuance of invoices in Project Co’s name; (C) the provision of transportation-related notices to DES Buyer (D) the vetting and approval of re-gasification terminals; and (E) all interactions with DES Buyer agent at the Receiving Terminal; 3.1.5 delivering all cargo documentation (including, where applicable, bills of lading in respect of the relevant cargo that incorporate terms, clauses, conditions and warranties, liberties and exceptions, including applicable law and arbitration clauses/dispute resolution clauses, relating to the conditions of carriage of goods by sea that are reasonable and customary to incorporate into bills of lading in the LNG industry); 3.1.6 discharging the obligations of Project Co with respect to measuring and testing of LNG under Section 13 of the DES SPA, including without limitation, supplying, operating and maintaining, or causing to be supplied, operated and maintained, suitable gauging devices for the LNG tanks of the LNG Tanker, as well as pressure and temperature measuring devices and any other measurement, gauging or testing devices which are incorporated in the structure of such LNG Tanker or customarily maintained on shipboard in accordance with the requirements set out in Section 13 of the DES SPA; 3.1.7 managing any and all customs clearance obligations of Project Co relating to the lifting of the LNG cargo from the relevant Production Facility and delivered at the Receiving Terminal; and 3.1.8 preparing and delivering to DES Buyer all invoices to be prepared and delivered by Project Co to DES Buyer under Section 9 and Section 10 the DES SPA. For the avoidance of doubt, any invoices shall be prepared and issued by the Transporter in accordance with the provisions of Section 9, 10 and 25 of the DES SPA as if such provisions applied to and were binding on the Transporter.

Shipping Services. The "Shipping Services" comprise the Transporter: 3.1.1 obtaining, maintaining and providing LNG vessels as needed: (A) that satisfy the requirements for such vessels under the DES SPA; and (B) with sufficient capacity to meet Project Co’s transportation needs under the DES SPA; 3.1.2 where necessary, changing the LNG Tanker set forth in the DES ADP or DES Ninety Day Schedule, as applicable, in respect of any cargo to be delivered thereunder, subject to satisfying the DES SPA requirements contained in the DES SPA; 3.1.3 managing all operational matters related to LNG transportation contemplated by this Agreement, including all interactions with ship-owners, the vetting and compatibility studies of the LNG vessels, the receipt of all necessary port permits/approvals approvals, visiting and reviewing of the vetting of Receiving Terminals. Without limiting the generality of the foregoing, this shall include: (A) performing all of Project Co's obligations under Section 3.2.3(b) of the DES SPA; (B) the provision of notices pursuant to Section 3.2.2(b) 3.2.4 of the DES SPA on behalf of Project Co; (BC) performing all of Project Co's obligations under Section 7.1.3(c) of the DES SPA; and (D) causing each LNG Tanker to comply with the specifications of Section 7.5 of the DES SPA; (CE) putting forward for approval under Section 7.6 of the DES SPA, each LNG vessel proposed to be used as an LNG Tanker; (DF) complying with all requirements imposed on Project Co by Section 7.6.1 of the DES SPA; (E) giving all notices required by Section 7.10 and Section 7.11 of the DES SPA on behalf of Project Co; (F) performing all of Project Co's obligations under Sections 7.14.4 and 7.15 of the DES SPA; (G) executing (on behalf of Project Co) or causing the master of each LNG Tanker (acting on behalf of the ship-owner of such LNG Tanker) to execute, a Port Liability Agreement COU where required to do so under Section 7.8 of the DES SPA, subject to such Port Liability Agreement COU complying with the requirements of Section 7.8 of the DES SPA; (H) in giving all notices required by Section 7.10 and Section 7.11 of the event that DES Buyer sends a proposal SPA on behalf of Project Co; (I) performing all of Project Co's obligations under Section 3.3.2(b) Sections 7.14.3 and 7.15 of the DES SPA, Transporter shall ; (J) the provision of notices pursuant to Section 8.3 of the DES SPA on behalf of Project Co and without Co; (K) the consent issuance of notices pursuant to Section 9.1.2 of the DES SPA on behalf of Project Co; and (L) as soon as reasonably practicable notify the provision of notices pursuant to Section 9.2 of the DES Buyer SPA on behalf of its determination as to whether such request is approvedProject Co; 3.1.4 performing all administrative and operational tasks related to the delivery obligations of Project Co under the DES SPA including in relation to: (A) the annual scheduling process and the ninety-day scheduling, including compliance with the scheduling protocols set out in Paragraph 4 of this Schedule 1 and management of the DES ADP or DES Ninety Day Schedule, as applicable, and matters related thereto; (B) the issuance of invoices in Project Co’s name; (C) the provision of transportation-related notices to DES Buyer; (D) the vetting and approval of re-gasification terminals; and (E) all interactions with DES Buyer agent at the Receiving Terminal; 3.1.5 delivering all cargo documentation (including, where applicable, bills of lading in respect of the relevant cargo that incorporate terms, clauses, conditions and warranties, liberties and exceptions, including applicable law and arbitration clauses/dispute resolution clauses, relating to the conditions of carriage of goods by sea that are reasonable and customary to incorporate into bills of lading in the LNG industry); 3.1.6 discharging the obligations of Project Co with respect to measuring and testing of LNG under Section 13 of the DES SPA, including without limitation, supplying, operating and maintaining, or causing to be supplied, operated and maintained, suitable gauging devices for the LNG tanks of the LNG Tanker, as well as pressure and temperature measuring devices and any other measurement, gauging or testing devices which are incorporated in the structure of such LNG Tanker or customarily maintained on shipboard in accordance with the requirements set out in Section 13 of the DES SPA; 3.1.7 managing any and all customs clearance obligations of Project Co relating to the lifting of the LNG cargo from the relevant Production Facility and delivered at the Receiving Terminal; and 3.1.8 preparing and delivering to DES Buyer all invoices to be prepared and delivered by Project Co to DES Buyer under Section 9 and Section 10 the DES SPA. For the avoidance of doubt, any invoices shall be prepared and issued by the Transporter in accordance with the provisions of Section 9, 10 and 25 of the DES SPA as if such provisions applied to and were binding on the Transporter.

Shipping Services. The "“Shipping Services" ” comprise the Transporter: 3.1.1 obtaining, maintaining and providing LNG vessels as needed: (A) that satisfy the requirements for such vessels under the DES SPA; and (B) with sufficient capacity to meet Project Co’s transportation needs under the DES SPA; 3.1.2 where necessary, changing the LNG Tanker set forth in the DES ADP or DES Ninety Day Schedule, as applicable, in respect of any cargo to be delivered thereunder, subject to satisfying the DES SPA requirements contained in the DES SPA; 3.1.3 managing all operational matters related to LNG transportation contemplated by this Agreement, including all interactions with ship-owners, the vetting and compatibility studies of the LNG vessels, the receipt of all necessary port permits/approvals and the vetting of Receiving Terminals. Without limiting the generality of the foregoing, this shall include: (A) the provision of notices pursuant to Section 3.2.2(b3.1.3(b) of the DES SPA on behalf of Project Co; (B) causing each LNG Tanker to comply with the specifications of Section 7.5 of the DES SPA; (C) putting forward for approval under Section 7.6 of the DES SPA, each LNG vessel proposed to be used as an LNG Tanker; (D) complying with all requirements imposed on Project Co by Section 7.6.1 of the DES SPA; (E) permitting DES Buyer to exercise all rights of inspection and otherwise under Section 7.6.3 of the DES SPA in relation to LNG Tankers; (F) giving all notices required by Section 7.10 and Section 7.11 of the DES SPA on behalf of Project Co; (FG) performing all of Project Co's ’s obligations under Sections 7.14.4 and 7.15 of the DES SPA; (GH) executing (on behalf of Project Co) or causing the master of each LNG Tanker (acting on behalf of the ship-owner of such LNG Tanker) to execute, a Port Liability Agreement where required to do so under Section 7.8 of the DES SPA, subject to such Port Liability Agreement complying with the requirements of Section 7.8 of the DES SPA;; and (HI) in the event that DES Buyer sends a proposal gives notice under Section 3.3.2(b) 8.5.1 of the DES SPA, Transporter shall (on behalf of Project Co and without the consent of Project Co) as soon as reasonably practicable notify DES Buyer of its determination as to whether such request is approvedthe conditions set out in Section 8.5.1 of the DES SPA are satisfied. If Transporter determines that one or more of the conditions set out in Section 8.5.1 of the DES SPA has or have not been satisfied, Transporter shall notify DES Buyer and, if requested by DES Buyer, Transporter shall consult with DES Buyer regarding any unsatisfied conditions. If Transporter determines, acting as a Reasonable and Prudent Operator, that one or both of the conditions set out in Section 8.5.2 of the DES SPA are no longer satisfied, Transporter shall (on behalf of Project Co and without the consent of Project Co) as soon as reasonably practicable notify DES Buyer of its determination; 3.1.4 performing all administrative and operational tasks related to the delivery obligations of Project Co under the DES SPA including in relation to: (A) the annual scheduling process and the ninety-day scheduling, including compliance with the scheduling protocols set out in Paragraph 4 of this Schedule 1 and management of the DES ADP or DES Ninety Day Schedule, as applicable, and matters related thereto; (B) the issuance of invoices in Project Co’s name; (C) the provision of transportation-related notices to DES Buyer (D) the vetting and approval of re-gasification terminals; and (E) all interactions with DES Buyer agent at the Receiving Terminal; 3.1.5 delivering all cargo documentation (including, where applicable, bills of lading in respect of the relevant cargo that incorporate terms, clauses, conditions and warranties, liberties and exceptions, including applicable law and arbitration clauses/dispute resolution clauses, relating to the conditions of carriage of goods by sea that are reasonable and customary to incorporate into bills of lading in the LNG industry); 3.1.6 discharging the obligations of Project Co with respect to measuring and testing of LNG under Section 13 of the DES SPA, including without limitation, supplying, operating and maintaining, or causing to be supplied, operated and maintained, suitable gauging devices for the LNG tanks of the LNG Tanker, as well as pressure and temperature measuring devices and any other measurement, gauging or testing devices which are incorporated in the structure of such LNG Tanker or customarily maintained on shipboard in accordance with the requirements set out in Section 13 of the DES SPA; 3.1.7 managing any and all customs clearance obligations of Project Co relating to the lifting of the LNG cargo from the relevant Production Facility and delivered at the Receiving Terminal; and 3.1.8 preparing and delivering to DES Buyer all invoices to be prepared and delivered by Project Co to DES Buyer under Section 9 and Section 10 the DES SPA. For the avoidance of doubt, any invoices shall be prepared and issued by the Transporter in accordance with the provisions of Section 9, 10 and 25 of the DES SPA as if such provisions applied to and were binding on the Transporter.

Shipping Services. The "Shipping Services" comprise the Transporter: 3.1.1 obtaining, maintaining and providing LNG vessels as needed: (A) that satisfy the requirements for such vessels under the DES SPA; and (B) with sufficient capacity to meet Project Co’s transportation needs under the DES SPA; 3.1.2 where necessary, changing the LNG Tanker set forth in the DES ADP or DES Ninety Day Schedule, as applicable, in respect of any cargo to be delivered thereunder, subject to satisfying the DES SPA requirements contained in the DES SPA; 3.1.3 managing all operational matters related to LNG transportation contemplated by this Agreement, including all interactions with ship-owners, the vetting and compatibility studies of the LNG vessels, the receipt of all necessary port permits/approvals approvals, visiting and reviewing of the vetting of Receiving Terminals. Without limiting the generality of the foregoing, this shall include: (A) performing all of Project Co's obligations under Section 3.2.3(b) of the DES SPA; (B) the provision of notices pursuant to Section 3.2.2(b) 3.2.4 of the DES SPA on behalf of Project Co; (BC) performing all of Project Co's obligations under Section 7.1.3(c) of the DES SPA; and (D) causing each LNG Tanker to comply with the specifications of Section 7.5 of the DES SPA; (CE) putting forward for approval under Section 7.6 of the DES SPA, each LNG vessel proposed to be used as an LNG Tanker; (DF) complying with all requirements imposed on Project Co by Section 7.6.1 of the DES SPA; (E) giving all notices required by Section 7.10 and Section 7.11 of the DES SPA on behalf of Project Co; (F) performing all of Project Co's obligations under Sections 7.14.4 and 7.15 of the DES SPA; (G) executing (on behalf of Project Co) or causing the master of each LNG Tanker (acting on behalf of the ship-owner of such LNG Tanker) to execute, a Port Liability Agreement COU where required to do so under Section 7.8 of the DES SPA, subject to such Port Liability Agreement COU complying with the requirements of Section 7.8 of the DES SPA; (H) in giving all notices required by Section 7.10 and Section 7.11 of the event that DES Buyer sends a proposal SPA on behalf of Project Co; 50 (I) performing all of Project Co's obligations under Section 3.3.2(b) Sections 7.14.3 and 7.15 of the DES SPA, Transporter shall ; (J) the provision of notices pursuant to Section 8.3 of the DES SPA on behalf of Project Co and without Co; (K) the consent issuance of notices pursuant to Section 9.1.2 of the DES SPA on behalf of Project Co; and (L) as soon as reasonably practicable notify the provision of notices pursuant to Section 9.2 of the DES Buyer SPA on behalf of its determination as to whether such request is approvedProject Co; 3.1.4 performing all administrative and operational tasks related to the delivery obligations of Project Co under the DES SPA including in relation to: (A) the annual scheduling process and the ninety-day scheduling, including compliance with the scheduling protocols set out in Paragraph 4 of this Schedule 1 and management of the DES ADP or DES Ninety Day Schedule, as applicable, and matters related thereto; (B) the issuance of invoices in Project Co’s name; (C) the provision of transportation-related notices to DES Buyer; (D) the vetting and approval of re-gasification terminals; and (E) all interactions with DES Buyer agent at the Receiving Terminal; 3.1.5 delivering all cargo documentation (including, where applicable, bills of lading in respect of the relevant cargo that incorporate terms, clauses, conditions and warranties, liberties and exceptions, including applicable law and arbitration clauses/dispute resolution clauses, relating to the conditions of carriage of goods by sea that are reasonable and customary to incorporate into bills of lading in the LNG industry); 3.1.6 discharging the obligations of Project Co with respect to measuring and testing of LNG under Section 13 of the DES SPA, including without limitation, supplying, operating and maintaining, or causing to be supplied, operated and maintained, suitable gauging devices for the LNG tanks of the LNG Tanker, as well as pressure and temperature measuring devices and any other measurement, gauging or testing devices which are incorporated in the structure of such LNG Tanker or customarily maintained on shipboard in accordance with the requirements set out in Section 13 of the DES SPA; 3.1.7 managing any and all customs clearance obligations of Project Co relating to the lifting of the LNG cargo from the relevant Production Facility and delivered at the Receiving Terminal; and 3.1.8 preparing and delivering to DES Buyer all invoices to be prepared and delivered by Project Co to DES Buyer under Section 9 and Section 10 the DES SPA. For the avoidance of doubt, any invoices shall be prepared and issued by the Transporter in accordance with the provisions of Section 9, 10 and 25 of the DES SPA as if such provisions applied to and were binding on the Transporter.