TERMINATION OF DES SPA Sample Clauses
The 'Termination of DES SPA' clause defines the conditions and procedures under which the Sale and Purchase Agreement (SPA) for Delivered Ex Ship (DES) transactions can be ended by either party. Typically, this clause outlines specific events or breaches—such as failure to deliver or pay, insolvency, or force majeure—that would trigger the right to terminate the agreement. It may also specify notice requirements and the consequences of termination, such as settlement of outstanding obligations. The core function of this clause is to provide a clear mechanism for ending the contractual relationship in defined circumstances, thereby managing risk and ensuring both parties understand their rights and responsibilities if the agreement needs to be dissolved.
TERMINATION OF DES SPA. 23.1 In the event the DES SPA is terminated for any reason or the Transporter does not consent to a transfer of this Agreement in the circumstances described in Clause 25.3.2(C), this Agreement shall terminate with effect from the date that the DES SPA termination takes effect and the following provisions of Clause 23.2 shall apply.
23.2 Subject to Clause 23.1, unless this Clause 23 is applicable as a result of the termination of the DES SPA that is due to the fault of Transporter, Project Co shall pay to Transporter termination compensation equal to the net present value of the total revenue reasonably expected by the Transporter under this Agreement, from delivery of the cargoes that would have otherwise been delivered during the remainder of the Term had the DES SPA not been terminated, minus the amount Transporter can reasonably be expected to recover by redeploying LNG Tankers under contract at the time of termination of this Agreement. Each of the Parties agree that the termination compensation is not a penalty but is liquidated damages in a reasonable amount that will compensate Transporter in circumstances in which the termination compensation is payable, which amount would otherwise be impossible to calculate with precision.