Common use of Upstream FM Clause in Contracts

Upstream FM. 14.3.1 The Parties recognize that Seller’s obligation to make available LNG to Buyer is dependent upon one or more of Seller’s Affiliates owning or contracting for the Upstream Assets; provided, however, that the ownership or contracting by one or more of Seller’s Affiliates of the Upstream Assets shall not be a condition precedent under Section 2.3 to the effectiveness of this Agreement. Subject to Sections 14.3.2, 14.3.4 and 14.3.6, and irrespective of Seller’s ability to otherwise perform under this Agreement, Seller shall have no obligation to make available any cargo with a Delivery Window scheduled in the ADP or Ninety Day Schedule, as applicable, to occur during Upstream FM claimed by Seller (each such cargo, an “Upstream FM Cargo”). The operator of the affected Upstream Assets shall not have any obligation to purchase any Gas in order to overcome or mitigate the effects of an event of Upstream FM. Seller and its Affiliates shall not have any obligation to purchase or take delivery of Gas or LNG to make available Upstream FM Cargoes, other than Gas to produce Upstream FM Cargoes that Buyer has elected to take on a Hxxxx Hub basis pursuant to Section 14.3.4, in order to overcome or mitigate the effects of an event of Upstream FM. The term “Upstream FM” shall mean any act, event or circumstance that is not reasonably within the control of and does not result from the fault or negligence of Seller, its Affiliates, or the operator of the affected Upstream Assets, that would not have been avoided or overcome by a Reasonable and Prudent Operator operating the affected Upstream Assets, and that, for at least seven (7) consecutive Days, results in the total daily quantity of Gas deliveries from the Upstream Assets prior to or at Liquid Trading Points being reduced from a quantity that was sufficient to meet or exceed the Threshold Quantity; where “Threshold Quantity” means a quantity equal to (a) the total daily quantity of feed Gas required at the Gas metering station of the Driftwood LNG Terminal to produce LNG for the Foundation Customers, multiplied by (b) one hundred five percent (105%). The non-availability or lack of economically obtainable gas reserves shall not constitute Upstream FM.

Upstream FM. 14.3.1 The Parties recognize that Seller’s obligation to make available LNG to Buyer is dependent upon one or more of Seller’s Affiliates owning or contracting for the Upstream Assets; provided, however, that the ownership or contracting by one or more of Seller’s Affiliates of the Upstream Assets shall not be a condition precedent under Section 2.3 to the effectiveness of this Agreement. Subject to Sections 14.3.2‎14.3.2, 14.3.4 ‎14.3.4, and 14.3.6‎14.3.6, and irrespective of Seller’s ability to otherwise perform under this Agreement, Seller shall have no obligation to make available any LNG cargo with a Delivery Window scheduled in the ADP or Ninety Day Schedule, as applicable, to occur during Upstream FM claimed by Seller (each such LNG cargo, an “Upstream FM Cargo”). The operator of the affected Upstream Assets shall not have any obligation to purchase any Gas in order to overcome or mitigate the effects of an event of Upstream FM. Seller and its Affiliates shall not have any obligation to purchase or take delivery of Gas or LNG to make available Upstream FM Cargoes, other than Gas to produce Upstream FM Cargoes that Buyer has elected to take on a Hxxxx Hub an HH basis pursuant to Section 14.3.4‎14.3.4, in order to overcome or mitigate the effects of an event of Upstream FM. The term “Upstream FM” shall mean any act, event or circumstance that is not reasonably within the control of and does not result from the fault or negligence of Seller, its Affiliates, or the operator of the affected Upstream Assets, that would not have been avoided or overcome by a Reasonable and Prudent Operator operating the affected Upstream Assets, and that, for at least seven (7) consecutive Days, results in the total daily quantity of Gas deliveries from the Upstream Assets prior to or at Liquid Trading Points being reduced from a quantity that was sufficient to meet or exceed the Threshold Quantity; where “Threshold Quantity” means below a quantity equal to (a) the total daily quantity of feed Gas required at the Gas metering station of the Driftwood LNG Terminal to produce LNG for the Foundation Customers, multiplied by (b) one hundred five percent (105%). The non-availability or lack of economically obtainable gas reserves shall not constitute Upstream FM.

Upstream FM. 14.3.1 The Parties recognize that Seller’s obligation to make available LNG to Buyer is dependent upon one or more of Seller’s Affiliates owning or contracting for the Upstream Assets; provided, however, that the ownership or contracting by one or more of Seller’s Affiliates of the Upstream Assets shall not be a condition precedent under Section 2.3 to the effectiveness of this Agreement. Subject to Sections 14.3.2, 14.3.4 ‎14.3.2 and 14.3.6‎14.3.4, and irrespective of Seller’s ability to otherwise perform under this Agreement, Seller shall have no obligation to make available any cargo with a Delivery Window scheduled in the ADP or Ninety Day Schedule, as applicable, to occur during Upstream FM claimed by Seller (each such cargo, an “Upstream FM Cargo”). The operator of the affected Upstream Assets shall not have any obligation to purchase any Gas in order to overcome or mitigate the effects of an event of Upstream FM. Seller and its Affiliates shall not have any obligation to purchase or take delivery of Gas or LNG to make available Upstream FM Cargoes, other than Gas to produce Upstream FM Cargoes that Buyer has elected to take on a Hxxxx Hub basis pursuant to Section 14.3.4‎14.3.4, in order to overcome or mitigate the effects of an event of Upstream FM. The term “Upstream FM” shall mean any act, event or circumstance that is not reasonably within the control of and does not result from the fault or negligence of Seller, its Affiliates, Affiliates or the operator of the affected Upstream Assets, that would not have been avoided or overcome by a Reasonable and Prudent Operator operating the affected Upstream Assets, and that, for at least seven (7) consecutive Days, results in the total daily quantity of Gas deliveries from the Upstream Assets prior to or at Liquid Trading Points being reduced from a quantity that was sufficient to meet or exceed the Threshold Quantity; where “Threshold Quantity” means a quantity equal to (a) the total daily quantity of feed Gas required at the Gas metering station of the Driftwood LNG Terminal to produce LNG for the Foundation Customers, multiplied by (b) one hundred five percent (105%). The non-availability or lack of economically obtainable gas reserves Gas Reserves shall not constitute Upstream FM.