OF SUCH INFORMATION SHALL NOT IMPOSE ANY OBLIGATION ON SABINE.
13.3
PORT LIABILITY AGREEMENT
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND ANY RIGHTS THAT A
TRANSPORTER MAY HAVE UNDER APPLICABLE LAW IN RELATION TO LIABILITIES FOR
INCIDENTS INVOLVING AN LNG VESSEL OCCURRING AT THE SABINE PASS FACILITY,
CUSTOMER SHALL EITHER:
(A)
CAUSE TRANSPORTER TO EXECUTE THE PORT
LIABILITY AGREEMENT IN THE FORM SET FORTH IN EXHIBIT C PRIOR TO TRANSPORTER'S
LNG VESSEL'S ARRIVAL AT THE SABINE PASS FACILITY IN WHICH CASE SABINE WAIVES ANY
AND ALL CLAIMS AGAINST CUSTOMER ARISING OUT OF INCIDENTS INVOLVING SUCH
TRANSPORTER AND TRANSPORTER'S LNG VESSEL; OR
(B)
IN THE EVENT A TRANSPORTER FAILS TO EXECUTE
SUCH PORT LIABILITY AGREEMENT, INDEMNIFY AND HOLD SABINE HARMLESS FROM ANY
LIABILITIES INCURRED BY SABINE ARISING FROM SUCH FAILURE.
ARTICLE 14
LIABILITIES
14.1
LIMITATION OF LIABILITY OF SABINE
THE LIABILITY OF SABINE TO CUSTOMER ARISING OUT OF, RELATING TO, OR CONNECTED
WITH AN EVENT UNDER THIS AGREEMENT SHALL NOT EXCEED THREE (3) TIMES THE
RESERVATION FEE.
FOR
47
PURPOSES OF THIS SECTION 14.1, AN "EVENT" MEANS ANY OCCURRENCE OR SERIES OF
OCCURRENCES HAVING THE SAME ORIGIN.
14.2
COVER GAS
IN THE EVENT THAT SABINE FAILS TO RECEIVE A CARGO OF LNG THAT IT IS OTHERWISE
REQUIRED TO RECEIVE UNDER THIS AGREEMENT, OR FAILS TO DELIVER REGASIFIED LNG
THAT IT IS REQUIRED TO DELIVER UNDER THIS AGREEMENT, AND SUCH FAILURE IS NOT
ATTRIBUTABLE TO THE ACT OR OMISSION OF CUSTOMER, IS NOT ATTRIBUTABLE TO FORCE
MAJEURE, AND IS NOT OTHERWISE EXCUSED BY THIS AGREEMENT ("SABINE BREACH"),
SABINE'S LIABILITY IN RESPECT OF SUCH SABINE BREACH SHALL BE LIMITED AS PROVIDED
IN SECTION 14.1, AND SHALL BE FURTHER LIMITED TO THE EXCESS, IF ANY, OF:
(A)
CUSTOMER'S COST OF ACQUIRING COVER GAS AT
OR DOWNSTREAM OF THE SABINE PASS FACILITY NECESSITATED BY THE SABINE BREACH OVER
(B)
THE NET PROCEEDS OF ANY ALTERNATE SALE OF
LNG MADE BY CUSTOMER AS A RESULT OF THE SABINE BREACH.
Customer shall use reasonable efforts to minimize its cost of acquiring cover
gas and maximize the net proceeds of any alternate sale of LNG.
Notwithstanding
Section 4.4(c)(ii), if Customer recovers from SABINE pursuant to this Section
14.2, Customer shall not be entitled to schedule any Make-Up Quantity pursuant
to Section 4.4(c) with respect to quantities for which Customer recovers from
SABINE pursuant to this Section 14.2.
14.3
CONSEQUENTIAL LOSS OR DAMAGE
EXCEPT AS PROVIDED IN SECTION 14.2, NO PARTY SHALL BE LIABLE TO THE OTHER PARTY
FOR OR IN RESPECT OF:
(A)
ANY CONSEQUENTIAL LOSS OR DAMAGE;
(B)
LOSS OF PROFITS OR BUSINESS INTERRUPTION TO
THE EXTENT SUCH AMOUNTS DO NOT CONSTITUTE CONSEQUENTIAL LOSS OR DAMAGE; OR
(C)
ANY SPECIAL, INCIDENTAL OR PUNITIVE
DAMAGES,
SUFFERED OR INCURRED BY THE OTHER PARTY OR ANY PERSON RESULTING FROM BREACH OF
OR FAILURE TO PERFORM THIS AGREEMENT OR THE BREACH OF ANY REPRESENTATION OR
WARRANTY HEREUNDER, WHETHER EXPRESS OR IMPLIED, AND WHETHER SUCH DAMAGES ARE
CLAIMED UNDER BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, OR OTHER THEORY OR