Common use of STATEMENT OF AUTHORITY Clause in Contracts

STATEMENT OF AUTHORITY. 5.1 Without prejudice to Clause 5.2, from and after the Start Date, Project Co hereby authorises the Transporter to undertake the following activities on its behalf under the DES SPA: 5.1.1 to exercise any rights or discretion of Project Co under the DES SPA without consulting or obtaining the prior consent of the Project to the extent that the proposed exercise of such rights or discretion is in the ordinary course and in respect of matters that would customarily be considered as business-as-usual (as determined by the Transporter, acting reasonably); and 5.1.2 following consultation with Project Co, to exercise any rights or discretion of Project Co under the DES SPA where the proposed exercise of such rights or discretion is other than in the ordinary course or in respect of matters that would not customarily be considered as business-as-usual, including: (A) declaring an event of force majeure under the DES SPA; and (B) dealing with a cargo that is not compliant with the specifications for LNG set out in Section 12.1 of the DES SPA; provided that, in the case of Clauses 5.1.1 or 5.1.2, during an Optional Service Period, at Project Co’s reasonable request, Transporter shall consult with and, if required by Project Co, seek consent from Project Co for any of the matters raised above or otherwise proceed with such matters in the manner directed by Project Co. 5.2 The following matters shall constitute “Reserved Matters” and shall be undertaken only by Project Co (or by Transporter with the prior written consent and/or at the express instruction of Project Co): 5.2.1 proposing any material amendment, modification, supplemental or ancillary agreement to the DES SPA or agreeing to any material amendment, modification, supplemental or ancillary agreement to the DES SPA proposed by DES Buyer; 5.2.2 initiating any dispute with DES Buyer under the DES SPA, making any material claims under the DES SPA or handling any material claims made under the DES SPA; 5.2.3 claiming and handling the management of any termination events arising under the DES SPA and otherwise enforcing its rights under the DES SPA; and 5.2.4 responding to any notice of dispute or arbitral or expert proceeding initiated by DES Buyer and handling the management of such dispute or arbitral or expert proceeding. Project Co shall reimburse the Transporter in respect of all costs and expenses incurred by or on behalf of the Transporter in connection with any Reserved Matter undertaken by the Transporter on behalf of Project Co.

STATEMENT OF AUTHORITY. 5.1 Without prejudice to Clause 5.2, from and after the Start Date, Project Co hereby authorises the Transporter to undertake the following activities on its behalf under the DES SPA: 5.1.1 to exercise any rights or discretion of Project Co under the DES SPA without consulting or obtaining the prior consent of the Project to the extent that the proposed exercise of such rights or discretion is in the ordinary course and in respect of matters that would customarily be considered as business-as-usual (as determined by the Transporter, acting reasonably); and 5.1.2 following consultation with Project Co, to exercise any rights or discretion of Project Co under the DES SPA where the proposed exercise of such rights or discretion is other than in the ordinary course or in respect of matters that would not customarily be considered as business-as-usual, including: (A) declaring an event of force majeure under the DES SPA; and (B) dealing with a cargo that is not compliant with the specifications for LNG set out in Section 12.1 of the DES SPA; provided that, in the case of Clauses 5.1.1 or 5.1.2, 5.1.2 during an Optional Service Period, at Project Co’s reasonable request, Transporter shall consult with and, if required by Project Co, seek consent from Project Co for any of the matters raised above or otherwise proceed with such matters in the manner directed by Project Co. 5.2 The following matters shall constitute “Reserved Matters” and shall be undertaken only by Project Co (or by Transporter with the prior written consent and/or at the express instruction of Project Co): 5.2.1 proposing any material amendment, modification, supplemental or ancillary agreement to the DES SPA or agreeing to any material amendment, modification, supplemental or ancillary agreement to the DES SPA proposed by DES Buyer; 5.2.2 initiating any dispute with DES Buyer under the DES SPA, making any material claims under the DES SPA or handling any material claims made under the DES SPA; 5.2.3 claiming and handling the management of any termination events arising under the DES SPA and otherwise enforcing its rights under the DES SPA; and 5.2.4 responding to any notice of dispute or arbitral or expert proceeding initiated by DES Buyer XXX Xxxxx and handling the management of such dispute or arbitral or expert proceeding. Project Co shall reimburse the Transporter in respect of all costs and expenses incurred by or on behalf of the Transporter in connection with any Reserved Matter undertaken by the Transporter on behalf of Project Co.

STATEMENT OF AUTHORITY. 5.1 Without prejudice to Clause 5.2, from and after the Start Date, Project Co hereby authorises the Transporter to undertake the following activities on its behalf under the DES SPA: 5.1.1 to exercise any rights or discretion of Project Co under the DES SPA without consulting or obtaining the prior consent of the Project to the extent that the proposed exercise of such rights or discretion is in the ordinary course and in respect of matters that would customarily be considered as business-as-usual (as determined by the Transporter, acting reasonably); and 5.1.2 following consultation with Project Co, to exercise any rights or discretion of Project Co under the DES SPA where the proposed exercise of such rights or discretion is other than in the ordinary course or in respect of matters that would not customarily be considered as business-as-usual, including: (A) declaring an event of force majeure under the DES SPA; and (B) dealing with a cargo that is not compliant with the specifications for LNG set out in Section 12.1 of the DES SPA; provided that, in the case of Clauses 5.1.1 or 5.1.2, during an Optional Service Period, at Project Co’s reasonable request, Transporter shall consult with and, if required by Project Co, seek consent from Project Co for any of the matters raised above or otherwise proceed with such matters in the manner directed by Project Co. 5.2 The following matters shall constitute “Reserved Matters” and shall be undertaken only by Project Co (or by Transporter with the prior written consent and/or at the express instruction of Project Co): 5.2.1 proposing any material amendment, modification, supplemental or ancillary agreement to the DES SPA or agreeing to any material amendment, modification, supplemental or ancillary agreement to the DES SPA proposed by DES Buyer; 5.2.2 initiating any dispute with DES Buyer under the DES SPA, making any material claims under the DES SPA or handling any material claims made under the DES SPA; 5.2.3 claiming and handling the management of any termination events arising under the DES SPA and otherwise enforcing its rights under the DES SPA; and 5.2.4 responding to any notice of dispute or arbitral or expert proceeding initiated by DES Buyer XXX Xxxxx and handling the management of such dispute or arbitral or expert proceeding. Project Co shall reimburse the Transporter in respect of all costs and expenses incurred by or on behalf of the Transporter in connection with any Reserved Matter undertaken by the Transporter on behalf of Project Co.