Common use of Transport Fee for Incomplete Deliveries Clause in Contracts

Transport Fee for Incomplete Deliveries. 11.2.1 In consideration of the Services provided by the Transporter, Project Co shall pay to the Transporter the Transport Fee, calculated in accordance with this Clause 11.2 in respect of each cargo scheduled for delivery in the DES ADP or DES Ninety Day Schedule, as applicable, that is not delivered to DES Buyer under the DES SPA for reasons attributable to Project Co and/or DES Buyer, including any (a) DES SPA FM Cargo, (b) cargo that DES Buyer cancels (other than pursuant to any Book Out Agreement), fails to take or rejects for failure to comply with the quality specifications set forth in the DES SPA (other than as a result of the fault of the Transporter) and (c) cargo that Project Co fails to make available to the Transporter (each such case, an “Incomplete Delivery”). 11.2.2 In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is loaded by the Transporter hereunder, the “Transport Fee” shall be calculated in accordance with Clause 11.1.2 but replacing the definition of “Discharge Volume” with the following: Discharge Volume = the volume of LNG (in MMBtu) that is delivered by Transporter at the relevant Receiving Terminal for the Mitigation Sale or alternative sale, as applicable, as measured at the delivery point at the relevant receiving terminal; and The Transport Fee calculated pursuant to this Clause 11.2.2 shall be in addition to any amounts due in respect of the relevant Incomplete Delivery, including amounts due pursuant to Paragraph 5.1.2(i) of Schedule 1, Paragraph 5.2.2(ii) of Schedule 1, and Paragraph 5.3.1(B)(ii) and (iii) of Schedule 1.

Transport Fee for Incomplete Deliveries. 11.2.1 In consideration of the Services provided by the Transporter, Project Co shall pay to the Transporter the Transport Fee, calculated in accordance with this Clause 11.2 in respect of each cargo scheduled for delivery in the DES ADP or DES Ninety Day Schedule, as applicable, that is not delivered to DES Buyer under the DES SPA for reasons attributable to Project Co and/or DES Buyer, including any (a) DES SPA FM Cargo, (b) cargo that DES Buyer cancels (other than pursuant to any Book Out Agreement), fails to take or rejects for failure to comply with the quality specifications set forth in the DES SPA (other than as a result of the fault of the Transporter) and (c) cargo that Project Co fails to make available to the Transporter (each such case, an “Incomplete Delivery”). 11.2.2 In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is loaded by the Transporter hereunder, the “Transport Fee” Fee shall be calculated in accordance with Clause 11.1.2 but replacing the definition of “Discharge Volume” with the following: Discharge Volume = the volume of LNG (in MMBtu) that is delivered by Transporter at the relevant Receiving Terminal for the Mitigation Sale or alternative sale, as applicable, as measured at the delivery point at the relevant receiving terminal; and The Transport Fee calculated pursuant to this Clause 11.2.2 shall be in addition to any amounts due in respect of the relevant Incomplete Delivery, including amounts due pursuant to Paragraph 5.1.2(i5.1.2(ii) of Schedule 1, Paragraph 5.2.2(ii) of Schedule 1, and Paragraph 5.3.1(B)(ii) and (iii) of Schedule 1. 11.2.3 In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is not loaded by the Transporter hereunder, the “Transport Fee” shall be calculated as follows: Transport Fee = [DES CSP x DES SCQ] – [FOB CSP x FOB SCQ] Where: DES SCQ = the DES SCQ of the relevant cargo as set forth in the DES ADP or DES Ninety Day Schedule, as applicable; FOB SCQ = the FOB SCQ of the relevant cargo set forth in the FOB ADP or FOB Ninety Day Schedule, as applicable; DES CSP = as defined in Clause 11.1.2; provided, however, that where the Incomplete Delivery resulted from DES Buyer’s cancellation of the cargo pursuant to Section 5.6.3 of the DES SPA, the applicable DES CSP shall be an amount equal to DES Xy, as defined in Clause 11.1.2; and FOB CSP = as defined in Clause 11.1.2; provided, however, that where the Incomplete Delivery resulted from DES Buyer’s cancellation of the cargo pursuant to Section 5.6.3 of the DES SPA, the applicable FOB CSP shall be an amount equal to FOB Xy, as defined in Clause 11.1.2).

Transport Fee for Incomplete Deliveries. 11.2.1 In consideration of the Services provided by the Transporter, Project Co shall pay to the Transporter the Transport Fee, calculated in accordance with this Clause 11.2 in respect of each cargo scheduled for delivery in the DES ADP or DES Ninety Day Schedule, as applicable, that is not delivered to DES Buyer under the DES SPA for reasons attributable to Project Co and/or DES Buyer, including any (a) DES SPA FM Cargo, (b) cargo that DES Buyer cancels (other than pursuant to any Book Out Agreement)cancels, fails to take or rejects for failure to comply with the quality specifications set forth in the DES SPA (other than as a result of the fault of the Transporter) and (c) cargo that Project Co fails to make available to the Transporter (each such case, an “Incomplete Delivery”). 11.2.2 In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is loaded by the Transporter hereunder, the “Transport Fee” Fee shall be calculated in accordance with Clause 11.1.2 but replacing the definition of “Discharge Volume” with the following: Discharge Volume = the volume of LNG (in MMBtu) that is delivered by Transporter at the relevant Receiving Terminal for the Mitigation Sale or alternative sale, as applicable, as measured at the delivery point at the relevant receiving terminal; and The Transport Fee calculated pursuant to this Clause 11.2.2 shall be in addition to any amounts due in respect of the relevant Incomplete Delivery, including amounts due pursuant to Paragraph 5.1.2(i5.1.2(ii) of Schedule 1, Paragraph 5.2.2(ii) of Schedule 1, and Paragraph 5.3.1(B)(ii) and (iii) of Schedule 1. 11.2.3 In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is not loaded by the Transporter hereunder, the “Transport Fee” shall be calculated as follows: Transport Fee = [DES CSP x DES SCQ] – [FOB CSP x FOB SCQ] Where: DES SCQ = the DES SCQ of the relevant cargo as set forth in the DES ADP or DES Ninety Day Schedule, as applicable; FOB SCQ = the FOB SCQ of the relevant cargo set forth in the FOB ADP or FOB Ninety Day Schedule, as applicable; DES CSP = as defined in Clause 11.1.2; provided, however, that where the Incomplete Delivery resulted from DES Buyer’s cancellation of the cargo pursuant to Section 5.6.3 of the DES SPA, the applicable DES CSP shall be an amount equal to DES Xy, as defined in Clause 11.1.2; and FOB CSP = as defined in Clause 11.1.2; provided, however, that where the Incomplete Delivery resulted from DES Buyer’s cancellation of the cargo pursuant to Section 5.6.3 of the DES SPA, the applicable FOB CSP shall be an amount equal to FOB Xy, as defined in Clause 11.1.2).

Transport Fee for Incomplete Deliveries. 11.2.1 In consideration of the Services provided by the Transporter, Project Co shall pay to the Transporter the Transport Fee, calculated in accordance with this Clause 11.2 in respect of each cargo scheduled for delivery in the DES ADP or DES Ninety Day Schedule, as applicable, that is not delivered to DES Buyer under the DES SPA for reasons attributable to Project Co and/or DES Buyer, including any (a) DES SPA FM Cargo, (b) cargo that DES Buyer cancels (other than pursuant to any Book Out Agreement)cancels, fails to take or rejects for failure to comply with the quality specifications set forth in the DES SPA (other than as a result of the fault of the Transporter) and (c) cargo that Project Co fails to make available to the Transporter (each such case, an “Incomplete Delivery”). 11.2.2 In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is loaded by the Transporter hereunder, the “Transport Fee” shall be calculated in accordance with Clause 11.1.2 but replacing the definition of “Discharge Volume” with the following: Discharge Volume = the volume of LNG (in MMBtu) that is delivered by Transporter at the relevant Receiving Terminal for the Mitigation Sale or alternative sale, as applicable, as measured at the delivery point at the relevant receiving terminal; and The Transport Fee calculated pursuant to this Clause 11.2.2 shall be in addition to any amounts due in respect of the relevant Incomplete Delivery, including amounts due pursuant to Paragraph 5.1.2(i) of Schedule 1, Paragraph 5.2.2(ii) of Schedule 1, and Paragraph 5.3.1(B)(ii) and (iii) of Schedule 1. 11.2.3 In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is not loaded by the Transporter hereunder, the “Transport Fee” shall be calculated as follows: Transport Fee = [DES CSP x DES SCQ] – [FOB CSP x FOB SCQ] Where: DES SCQ = the DES SCQ of the relevant cargo as set forth in the DES ADP or DES Ninety Day Schedule, as applicable; FOB SCQ = the FOB SCQ of the relevant cargo set forth in the FOB ADP or FOB Ninety Day Schedule, as applicable; DES CSP = as defined in Clause 11.1.2; provided, however, that where the Incomplete Delivery resulted from DES Buyer’s cancellation of the cargo pursuant to Section 5.6.3 of the DES SPA, the applicable DES CSP shall be an amount equal to (a) DES Xy minus (b) *** multiplied by FOB X0, where such terms are as defined in Clause 11.1.2); and FOB CSP = as defined in Clause 11.1.2; provided, however, that where the Incomplete Delivery resulted from DES Buyer’s cancellation of the cargo pursuant to Section 5.6.3 of the DES SPA, the applicable FOB CSP shall be an amount equal to FOB Xy, as defined in Clause 11.1.2).

Transport Fee for Incomplete Deliveries. 11.2.1 In consideration of the Services provided by the Transporter, Project Co shall pay to the Transporter the Transport Fee, calculated in accordance with this Clause 11.2 in respect of each cargo scheduled for delivery in the DES ADP or DES Ninety Day Schedule, as applicable, that is not delivered to DES Buyer under the DES SPA for reasons attributable to Project Co and/or DES Buyer, including any (a) DES SPA FM Cargo, (b) cargo that DES Buyer cancels (other than pursuant to any Book Out Agreement), fails to take or rejects for failure to comply with the quality specifications set forth in the DES SPA (other than as a result of the fault of the Transporter) and (c) cargo that Project Co fails to make available to the Transporter (each such case, an “Incomplete Delivery”). 11.2.2 In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is loaded by the Transporter hereunder, the “Transport Fee” shall be calculated in accordance with Clause 11.1.2 but replacing the definition of “Discharge Volume” with the following: Discharge Volume = the volume of LNG (in MMBtu) that is delivered by Transporter at the relevant Receiving Terminal for the Mitigation Sale or alternative sale, as applicable, as measured at the delivery point at the relevant receiving terminal; and The Transport Fee calculated pursuant to this Clause 11.2.2 shall be in addition to any amounts due in respect of the relevant Incomplete Delivery, including amounts due pursuant to Paragraph 5.1.2(i5.1.2(ii) of Schedule 1, Paragraph 5.2.2(ii) of Schedule 1, and Paragraph 5.3.1(B)(ii) and (iii) of Schedule 1. 11.2.3 In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is not loaded by the Transporter hereunder, the “Transport Fee” shall be calculated as follows: Transport Fee = [DES CSP x DES SCQ] – [FOB CSP x FOB SCQ] Where: DES SCQ = the DES SCQ of the relevant cargo as set forth in the DES ADP or DES Ninety Day Schedule, as applicable; FOB SCQ = the FOB SCQ of the relevant cargo set forth in the FOB ADP or FOB Ninety Day Schedule, as applicable; DES CSP = as defined in Clause 11.1.2 provided, however, that where the Incomplete Delivery resulted from DES Buyer’s cancellation of the cargo pursuant to Section 5.5.3 of the DES SPA, the applicable DES CSP shall be an amount equal to DES Xy, as defined in Clause 11.1.2; and FOB CSP = as defined in Clause 11.1.2; provided, however, that where the Incomplete Delivery resulted from DES Buyer’s cancellation of the cargo pursuant to Section 5.5.3 of the DES SPA, the applicable FOB CSP shall be an amount equal to FOB Xy, as defined in Clause 11.1.2.

Transport Fee for Incomplete Deliveries. 11.2.1 In consideration of the Services provided by the Transporter, Project Co shall pay to the Transporter the Transport Fee, calculated in accordance with this Clause 11.2 in respect of each cargo scheduled for delivery in the DES ADP or DES Ninety Day Schedule, as applicable, that is not delivered to DES Buyer under the DES SPA for reasons attributable to Project Co and/or DES Buyer, including any (a) DES SPA FM Cargo, (b) cargo that DES Buyer cancels (other than pursuant to any Book Out Agreement)cancels, fails to take or rejects for failure to comply with the quality specifications set forth in the DES SPA (other than as a result of the fault of the Transporter) and (c) cargo that Project Co fails to make available to the Transporter (each such case, an “Incomplete Delivery”). 11.2.2 In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is loaded by the Transporter hereunder, the “Transport Fee” shall be calculated in accordance with Clause 11.1.2 but replacing the definition of “Discharge Volume” with the following: Discharge Volume = the volume of LNG (in MMBtu) that is delivered by Transporter at the relevant Receiving Terminal for the Mitigation Sale or alternative sale, as applicable, as measured at the delivery point at the relevant receiving terminal; and The Transport Fee calculated pursuant to this Clause 11.2.2 shall be in addition to any amounts due in respect of the relevant Incomplete Delivery, including amounts due pursuant to Paragraph 5.1.2(i5.1.2(ii) of Schedule 1, Paragraph 5.2.2(ii) of Schedule 1, and Paragraph 5.3.1(B)(ii) and (iii) of Schedule 1. 11.2.3 In respect of any Incomplete Delivery where the relevant cargo scheduled for delivery in the FOB ADP or FOB Ninety Day Schedule, as applicable, is not loaded by the Transporter hereunder, the “Transport Fee” shall be calculated as follows: Transport Fee = [DES CSP x DES SCQ] – [FOB CSP x FOB SCQ] Where: DES SCQ = the DES SCQ of the relevant cargo as set forth in the DES ADP or DES Ninety Day Schedule, as applicable; FOB SCQ = the FOB SCQ of the relevant cargo set forth in the FOB ADP or FOB Ninety Day Schedule, as applicable; DES CSP = as defined in Clause 11.1.2 provided, however, that where the Incomplete Delivery resulted from DES Buyer’s cancellation of the cargo pursuant to Section 5.5.3 of the DES SPA, the applicable DES CSP shall be an amount equal to DES Xy, as defined in Clause 11.1.2; and FOB CSP = as defined in Clause 11.1.2; provided, however, that where the Incomplete Delivery resulted from DES Buyer’s cancellation of the cargo pursuant to Section 5.5.3 of the DES SPA, the applicable FOB CSP shall be an amount equal to FOB Xy, as defined in Clause 11.1.2.