a Party under this Sales Agreement and subject to the Take or Pay
obligations set forth in Article 16, neither Party shall be liable to the other
for incidental consequential, special, direct, punitive, or exemplary damages.
20.5
Warranty of Title. Seller warrants that it will,
at the time of Delivery of LNG hereunder, deliver said LNG free and clear of all
liens, encumbrances, and claims whatsoever, except for Seller's rights to
receive payment therefore pursuant to this Sales Agreement and except to the
extent caused by Buyer's purchases of Natural Gas for the Plant pursuant to the
terms of this Sales Agreement. Except as set forth in this Article, Seller shall
indemnify, save, and hold Buyer, its subsidiaries and/or affiliates, and their
directors, officers, employees, and agents, free and harmless from all suits,
actions, debts, accounts, damages, costs, losses, and expenses, including
reasonable attorney's fees, arising from or out of a breach of the warranty
contained in this Article 20.5.
20.6
Disclaimer of Warranties. EXCEPT AS SPECIFICALLY
SET FORTH IN THIS SALES AGREEMENT, SELLER MAKES ABSOLUTELY NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND
OF FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE LNG PLANT OR LNG
PRODUCED AND SOLD PURSUANT TO THIS SALES AGREEMENT OR AS TO ANY OTHER MATTER,
ALL OF WHICH ARE HEREBY DISCLAIMED.
UNDER NO CIRCUMSTANCES SHALL SELLER, ITS
OFFICERS, AGENTS, EMPLOYEES, PRINCIPALS, PARENT OR AFFILIATE BE LIABLE FOR ANY
DAMAGE TO ANY EQUIPMENT WHICH SHALL BE OPERATED USING THE LNG PROVIDED
HEREUNDER. THE LIABILITY OF SELLER FOR ANY BREACH OF THIS ARTICLE 20.6 SHALL BE
LIMITED TO THE REPLACEMENT VALUE OF ANY LNG AND SUCH REASONABLE AND CUSTOMARY
TRUCK TRANSPORT COSTS, AS MAY BE INVOLVED IN A DISPUTE.
IN NO INSTANCE SHALL
SELLERS UNINSURED LIABILITY FOR THE TOTAL OF ALL SUCH AMOUNTS EXCEED $25,000.00
PER DELIVERY. THE PARTIES SHALL ENDEAVOR TO MITIGATE DAMAGES HEREUNDER.
20.7
Buyer's Knowledge of Product, Odorization, and
Indemnity. BUYER HEREBY EXPRESSLY REPRESENTS THAT BUYER IS FAMILIAR WITH THE
PROPERTIES OF LNG AND NATURAL GAS, AND BUYER AGREES TO INFORM BUYER'S CUSTOMERS,
AGENTS, EMPLOYEES, AND/OR PURCHASER(S) OF THE SAME. THE LNG PROVIDED HEREUNDER
WILL NOT BE STENCHED AND/OR ODORIZED BY SELLER AND BUYER CERTIFIES, REPRESENTS
AND WARRANTS THAT ODORIZATION IS NOT REQUIRED FOR DELIVERY OF LNG TO BUYER UNDER
THIS SALES AGREEMENT. BUYER SHALL BE RESPONSIBLE FOR ODORlZlNG THE LNG AFTER
DELIVERY IN ORDER TO COMPLY WITH ANY ODOR STANDARDS CONTAINED IN APPLICABLE
REGULATIONS, RULES OR LAW . AS SET FORTH ABOVE, BUYER SHALL BE DEEMED TO BE IN
EXCLUSIVE POSSESSION AND CONTROL OF THE LNG ONCE BUYER HAS TAKEN DELIVERY AND
BUYER ASSUMES ALL RESPONSIBILITY FOR SAFE HANDLING OF THE LNG PROVIDED HEREUNDER
FROM THE TIME OF SAID DELIVERY. BUYER SHALL FULLY PROTECT, INDEMNIFY, AND DEFEND
SELLER, AND ITS OFFICERS, AGENTS, EMPLOYEES, PRINCIPALS, INSURERS AND PARENT,
AND HOLD IT HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, DEMANDS, SUITS,
CAUSES OF ACTION AND LIABILITIES
[***]
Confidential portions of this document have been redacted and filed