TERMINAL OPERATOR'S FAILURE TO CONFORM Sample Clauses

TERMINAL OPERATOR'S FAILURE TO CONFORM. 3.3.1 If Terminal Operator makes Off-Specification Natural Gas available at the Redelivery Point and provided Shipper’s LNG complied with the Specification for the Delivery Point, Shipper may refuse but shall use reasonable endeavours, without prejudice to any other right or remedy it may have, to receive and accept in whole or in part any Off- Specification Natural Gas, subject to Terminal Operator: (i) requesting the Transmission System Operator to accept Off-Specification Natural Gas at the Redelivery Point; and (ii) Terminal Operator reimbursing Shipper all reasonable direct costs, direct expenses and other direct losses actually incurred by Shipper which are properly documented and presented to Terminal Operator due to the failure of Terminal Operator to comply with the Specification for the Redelivery Point. Shipper shall take all reasonable measures to minimize such direct costs, direct expenses and direct losses, which Shipper may incur. 3.3.2 If Off-Specification Natural Gas is redelivered at the Redelivery Point without having been accepted by Shipper, and provided Shipper’s LNG complied with the Specification for the Delivery Point, Terminal Operator shall reimburse Shipper all reasonable direct costs, direct expenses and other direct losses actually incurred by Shipper which are properly documented and presented to Terminal Operator due to Terminal Operator’s failure to redeliver Natural Gas in compliance with the Specification for the Redelivery Point, provided Shipper takes all reasonable measures to minimize such direct costs, direct expenses and other direct losses which Shipper may incur. This GC 3.3.2 shall also apply if Terminal Operator has accepted Off-Specification LNG from Other Shipper(s) or Other User(s) under GC 3.2.4 without consulting with Shipper or after Shipper has refused to allow Terminal Operator to commingle its LNG already within the LNG Terminal with such Off Specification LNG.
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TERMINAL OPERATOR'S FAILURE TO CONFORM. 3.3.1 If the Terminal Operator fails to conform with its obligation under GC 3.1.2, the Transshipper may refuse at its sole discretion but shall use reasonable endeavours to receive and accept in whole or in part any LNG of different quality, without prejudice to GC 10 (Liabilities) or to any other right or remedy it may have, subject to the Terminal Operator reimbursing the Transshipper all direct costs, direct expenses and other direct losses actually incurred by the Transshipper which are properly documented and presented to the Terminal Operator due to the failure of the Terminal Operator to conform to the quality of the LNG previously delivered at the Delivery Point for Transshipment. The Transshipper shall take all reasonable measures to minimize such direct costs, direct expenses and direct losses which the Transshipper may incur. 3.3.2 Neither Party can be held liable for damages on the quality of the LNG arising out of the ageing of LNG in the LNG Terminal to be redelivered under this LTSA.
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Related to TERMINAL OPERATOR'S FAILURE TO CONFORM

  • Borrower’s Failure to Notify Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.6(a) hereof that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.6(a) hereof of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.6(a) hereof and has not notified the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing, such Borrowing shall automatically be converted into a Borrowing of Domestic Rate Loans, subject to Section 6.2 hereof. If the Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation of any outstanding principal amount of a Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.6(a) hereof and has not notified the Administrative Agent within the period required by Section 1.9(a) hereof that it intends to prepay such Borrowing, such Borrowing shall automatically be continued as a Borrowing of Eurocurrency Loans in the same Alternative Currency with an Interest Period of one month, subject to Section 6.2 hereof, including the application of Section 1.4 hereof and of the restrictions contained in the definition of Interest Period.

  • Failure to Fulfill Conditions In the event that either of the parties hereto determines that a condition to its respective obligations to consummate the transactions contemplated hereby cannot be fulfilled on or prior to the termination of this Agreement, it will promptly notify the other party.

  • Epidemic Failure Warranty Supplier warrants all Products against Epidemic Failure for a period of three years after DXC’s Acceptance. Epidemic Failure means the occurrence of the same failure, defect, or non-conformity with an Order in 2% or more of Products within any three-month period.

  • Retainage for Unacceptable Corrective Action Plan or Plan Failure If the corrective action plan is unacceptable to the Department or Customer, or implementation of the plan fails to remedy the performance deficiencies, the Department or Customer will retain ten percent (10%) of the total invoice amount. The retainage will be withheld until the Contractor resolves the performance deficiencies. If the performance deficiencies are resolved, the Contractor may invoice the Department or Customer for the retained amount. If the Contractor fails to resolve the performance deficiencies, the retained amount will be forfeited to compensate the Department or Customer for the performance deficiencies.

  • Failure to Complete If Artist becomes ill, dies, or is otherwise unable or unwilling to complete the Project in accordance with the Agreement, any work already done on the Project will be the City’s property. The City will be entitled to withhold any sums not yet paid to Artist, and may use any such sums toward completion of the Project in any manner the City deems appropriate.

  • Failure to Produce In the event the Buyer fails to produce the aforementioned letter or other acceptable verification by the date above in Section IV(c), this Agreement may be terminated at the election of the Seller with written notice provided to the Buyer within calendar days from the date in Section IV(c);

  • System Upgrade Facilities and System Deliverability Upgrades Connecting Transmission Owner shall design, procure, construct, install, and own the System Upgrade Facilities and System Deliverability Upgrades described in Appendix A hereto. The responsibility of the Developer for costs related to System Upgrade Facilities and System Deliverability Upgrades shall be determined in accordance with the provisions of Attachment S to the NYISO OATT.

  • Power Failure Power Failure means the failure of power or other utility service if the failure takes place off the "residence premises". But if the failure results in a loss, from a Peril Insured Against on the "residence premises", we will pay for the loss caused by that peril.

  • Lenders’ Failure to Perform All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

  • Epidemic Failure “Epidemic Failure” for any particular Product shall mean a failure resulting from defects in material, workmanship, and manufacturing process, including but not limited to the use of Components with known defects. The Epidemic Failure clause shall be invoked [***]. The failure rate may be calculated [***], as determined by BUYER. Epidemic failures do not supersede the requirements of any expressed or implied warranty defined herein. In the case of an epidemic failure, SUPPLIER’s obligation is to propose an action plan to fix the failure of any affected Product within seventy-two (72) hours of discovery. SUPPLIER shall implement this action plan upon BUYER’s acceptance thereof. If the action plan is not acceptable to BUYER, BUYER can require SUPPLIER to repair or replace, at BUYER’s option, the affected Product. In addition to bearing the costs associated therewith, if requested by BUYER, SUPPLIER shall support and provide at SUPPLIER’s expense a sufficient number of units of the Product to permit the field exchange or “hot swap” of Products at customer sites. The parties agree to make all reasonable efforts to complete the repair or replacement of all affected Products within eight (8) Business Days after written notice of epidemic failure by BUYER to SUPPLIER. SUPPLIER also agrees that BUYER will be supported with accelerated shipments of replacement Product to cover BUYER’s supply requirements. If an Epidemic Failure is caused by (i) a design, including a BUYER-provided test process, as required by the Specifications or (ii) a failure by a Component required by the Specifications, (iii) misuse or damage during transit or damage by a third party at no fault of SUPPLIER, SUPPLIER shall perform the obligations in this Section 10.5 and BUYER shall pay to SUPPLIER the fees mutually agreed upon by the parties in writing. If an Epidemic Failure is caused by any other reason other than as set forth in the immediately preceding sentence, SUPPLIER shall perform the obligations set forth in this Section free of charge. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

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