TO THE SUBJECT MATTER HEREOF AND
INCORPORATES ANY AND ALL PRIOR AGREEMENTS AND COMMITMENTS WITH RESPECT THERETO.
THERE ARE NO OTHER ORAL UNDERSTANDINGS, TERMS OR CONDITIONS, AND NEITHER PARTY
HAS RELIED UPON ANY REPRESENTATION, EXPRESS OR IMPLIED, NOT CONTAINED IN THIS
AGREEMENT. GENERAL OR SPECIAL CONDITIONS INCLUDED IN ANY OF CONTRACTOR'S PRICE
LISTS, INVOICES, TICKETS, RECEIPTS OR OTHER SUCH DOCUMENTS PRESENTED TO OWNER
SHALL HAVE NO APPLICABILITY TO OWNER WITH RESPECT TO THIS AGREEMENT.
WITHOUT
LIMITATION, THIS AGREEMENT SUPERSEDES IN ITS ENTIRETY THE MEMORANDUM OF
UNDERSTANDING, TECHNICAL SERVICES AGREEMENT, AND ANY OTHER AGREEMENTS BETWEEN
THE PARTIES RELATED TO THE PROJECT.
21.2
AMENDMENTS.
NO CHANGE, AMENDMENT OR MODIFICATION
OF THE TERMS OF THIS AGREEMENT SHALL BE VALID OR BINDING UPON THE PARTIES HERETO
UNLESS SUCH CHANGE, AMENDMENT OR MODIFICATION IS IN WRITING AND DULY EXECUTED BY
BOTH PARTIES HERETO.
21.3
JOINT EFFORT.
PREPARATION OF THIS AGREEMENT HAS
BEEN A JOINT EFFORT OF THE PARTIES AND THE RESULTING DOCUMENT SHALL NOT BE
CONSTRUED MORE SEVERELY AGAINST ONE OF THE PARTIES THAN AGAINST THE OTHER.
21.4
CAPTIONS.
THE CAPTIONS CONTAINED IN THIS
AGREEMENT ARE FOR CONVENIENCE AND REFERENCE ONLY AND IN NO WAY DEFINE, DESCRIBE,
EXTEND OR LIMIT THE SCOPE OF INTENT OF THIS AGREEMENT OR THE INTENT OF ANY
PROVISION CONTAINED HEREIN.
21.5
NOTICE.
ANY NOTICE, DEMAND, OFFER, OR OTHER
WRITTEN INSTRUMENT REQUIRED OR PERMITTED TO BE GIVEN PURSUANT TO THIS AGREEMENT
SHALL BE IN WRITING SIGNED BY THE PARTY GIVING SUCH NOTICE AND SHALL BE HAND
DELIVERED OR SENT BY OVERNIGHT COURIER, MESSENGER, FACSIMILE OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO THE OTHER PARTY AT THE ADDRESS SET FORTH BELOW.
A.
IF DELIVERED TO OWNER:
Sabine Pass LNG, L.P.
717 Texas Avenue, Suite 3100
Houston, Texas 77002
Facsimile: (713) 659-5459
Attn: Ed Lehotsky
with a copy to:
Sabine Pass LNG, L.P.
717 Texas Avenue, Suite 3100
Houston, Texas 77002
Facsimile: (713) 659-5459
Attn: General Counsel
B.
IF DELIVERED TO CONTRACTOR:
Bechtel Corporation
3000 Post Oak Boulevard
91
Houston, Texas 77056
Facsimile: (713) 253-1610
Attn: C. Asok Kumar
with a copy to:
Bechtel Corporation
3000 Post Oak Boulevard
Houston, Texas 77056
Facsimile: (713) 235-3945
Attn: Principal Counsel
Each Party shall have the right to change the place to which notice shall be
sent or delivered by sending a similar notice to the other Party in like
manner.
Notices, demands, offers or other written instruments shall be deemed
to have been duly given on the date actually received by the intended recipient.
21.6
SEVERABILITY.
THE INVALIDITY OF ONE OR MORE
PHRASES, SENTENCES, CLAUSES, SECTIONS OR ARTICLES CONTAINED IN THIS AGREEMENT
SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS AGREEMENT SO
LONG AS THE MATERIAL PURPOSES OF THIS AGREEMENT CAN BE DETERMINED AND
EFFECTUATED.
21.7
ASSIGNMENT.
THIS AGREEMENT MAY BE ASSIGNED TO
OTHER PERSONS ONLY UPON THE PRIOR WRITTEN CONSENT OF THE NON-ASSIGNING PARTY
HERETO, EXCEPT THAT OWNER MAY ASSIGN THIS AGREEMENT TO ANY OF ITS AFFILIATES BY
PROVIDING NOTICE TO CONTRACTOR.
FURTHERMORE, OWNER MAY, FOR THE PURPOSE OF
PROVIDING