Common use of FACILITY SUBSTANTIAL COMPLETION Clause in Contracts

FACILITY SUBSTANTIAL COMPLETION. 19.2.1 Upon compliance with all other conditions set forth in this Section 19.2.1, Contractor shall give Notice to Owner that Facility Substantial Completion has occurred, which shall only be when all of the following items set forth in this Section 19.2.1 have occurred: (a) all of the conditions for Facility Mechanical Completion set forth in Section 19.1 have been met, and Owner has received and accepted the LNG Production System RFSU Certificate for each LNG Production System in accordance with Section 18.2; (b) all of the conditions for LNG Production System Substantial Completion set forth in Section 18.3 have been met for all of the LNG Production Systems; (c) Contractor has made available to Owner at the Job Site all special tools and Spare Parts in accordance with Section 3.9.1 (any reorders to be a Punch List Items in accordance with Section 19.5); (d) Contractor has successfully completed all of the Demonstration Tests for the Facility, as verified by reports delivered by Contractor to Owner; (e) Owner has received the System Turnover Packages demonstrating that Contractor has successfully completed all of the Commissioning for the Facility; (f) the Facility is ready for normal, continuous and safe operation with the complement of personnel contemplated in Exhibit Q, and Contractor has corrected all Defects and Deficiencies (other than the Punch List Items); (g) Contractor has completed the training program required by Article 14; (h) Contractor has performed all other provisions hereof required for normal, continuous and safe operation and delivered all items required hereby (except any Punch List Items or other obligations of Contractor not intended to be fully performed at Facility Substantial Completion) required by this Agreement; (i) (A) the Performance Tests for the Facility have been satisfactorily completed in accordance with Exhibit R; (j) Contractor has paid all amounts to Owner then due and payable hereunder, or Owner has elected to set-off such amounts against any payment that may be owed by Owner to Contractor; (k) Contractor has provided Owner a complete list of the Punch List Items; (l) Contractor has prepared, and submitted to Owner’s Representative the operation and maintenance manuals, operating instructions, system checklists and/or procedures required to be provided by Contractor under Exhibit J in the English language in sufficient detail for Owner to operate, maintain, dismantle, reassemble, adjust and repair the Facility; and (m) Contractor has delivered to Owner a certificate certifying the satisfaction of each of the foregoing items in this Section 19.2.1. 19.2.2 The Facility shall be fully taken over by Owner at such time as Owner and the Independent Engineer have confirmed that each of the matters set forth in Section 19.2.1 has been completed and Owner issues to Contractor a certificate stating the Facility Substantial Completion Date which shall be the date the final item set forth in Section 19.2.1 occurs with respect to the Facility, as determined by Owner, and not the date the certification is received.

FACILITY SUBSTANTIAL COMPLETION. 19.2.1 Upon compliance with all other conditions set forth in this Section 19.2.1, Contractor shall give Notice to Owner that Facility Substantial Completion has occurred, which shall only be when all of the following items set forth in this Section 19.2.1 have occurred: (a) all of the conditions for Facility Mechanical Completion set forth in Section 19.1 have been met, and Owner has received and accepted the LNG Production System RFSU Certificate for each LNG Production System in accordance with Section 18.2; (b) all of the conditions for LNG Production System Substantial Completion set forth in Section 18.3 have been met for all of the LNG Production Systems; (c) Contractor has made available to Owner at the Job Site all special tools and Spare Parts in accordance with Section 3.9.1 (any reorders to be a Punch List Items in accordance with Section 19.5); (d) Contractor has successfully completed all of the Demonstration Tests for the Facility, as verified by reports delivered by Contractor to Owner; (e) Owner has received the System Turnover Packages demonstrating that Contractor has successfully completed all of the Commissioning for the Facility; (f) the Facility is ready for normal, continuous and safe operation with the complement of personnel contemplated in Exhibit Q, and Contractor has corrected all Defects and Deficiencies (other than the Punch List Items); (g) Contractor has completed the training program required by Article 14; (h) Contractor has performed all other provisions hereof required for normal, continuous and safe operation and delivered all items required hereby (except any Punch List Items or other obligations of Contractor not intended to be fully performed at Facility Substantial Completion) required by this Agreementin a manner satisfactory to Owner; (i) (A) the Performance Tests for the Facility have been satisfactorily completed in accordance with Exhibit R; (j) Contractor has paid all amounts to Owner then due and payable hereunder, or Owner has elected to set-off such amounts against any payment that may be owed by Owner to Contractor; (k) Contractor has provided Owner a complete list of the Punch List Items; (l) Contractor has prepared, and submitted to Owner’s Representative the operation and maintenance manuals, operating instructions, system checklists and/or procedures required to be provided by Contractor under Exhibit J in the English language in sufficient detail for Owner to operate, maintain, dismantle, reassemble, adjust and repair the Facility; and (m) Contractor has delivered to Owner a certificate certifying the satisfaction of each of the foregoing items in this Section 19.2.1. 19.2.2 The Facility shall be fully taken over by Owner at such time as Owner and the Independent Engineer have confirmed that each of the matters set forth in Section 19.2.1 has been completed and Owner issues to Contractor a certificate stating the Facility Substantial Completion Date which shall be the date the final item set forth in Section 19.2.1 occurs with respect to the Facility, as determined by Owner, and not the date the certification is received. If Owner does not either (a) issue such certificate or (b) notify Contractor in writing specifying the reasons why the matters in Section 19.2.1 have not been completed within [***] Business Days from receipt of Contractor’s certificate under Section 19.2.1, then the Facility Substantial Completion Deadline shall be extended by a number of days equal to the period commencing on the Day that immediately follows such [***] Business Day and ends on the Day that Owner responds under clause (a) or (b) above.

FACILITY SUBSTANTIAL COMPLETION. 19.2.1 Upon compliance with all other conditions set forth in this Section 19.2.1, Contractor shall give Notice to Owner that Facility Substantial Completion has occurred, which shall only be when all of the following items set forth in this Section 19.2.1 have occurred: (a) all of the conditions for Facility Mechanical Completion set forth in Section 19.1 have been met, and Owner has received and accepted the LNG Production System RFSU Certificate for each LNG Production System in accordance with Section 18.2; (b) all of the conditions for LNG Production System Substantial Completion set forth in Section 18.3 have been met for all of the LNG Production Systems; (c) Contractor has made available to Owner at the Job Site all special tools and Spare Parts in accordance with Section 3.9.1 (any reorders to be a Punch List Items in accordance with Section 19.5); (d) Contractor has successfully completed all of the Demonstration Tests for the Facility, as verified by reports delivered by Contractor to Owner; (e) Owner has received the System Turnover Packages demonstrating that Contractor has successfully completed all of the Commissioning for the Facility; (f) the Facility is ready for normal, continuous and safe operation with the complement of personnel contemplated in Exhibit Q, and Contractor has corrected all Defects and Deficiencies (other than the Punch List Items); (g) Contractor has completed the training program required by Article 14; (h) Contractor has performed all other provisions hereof required for normal, continuous and safe operation and delivered all items required hereby (except any Punch List Items or other obligations of Contractor not intended to be fully performed at Facility Substantial Completion) required by this Agreement; (i) (A) the Performance Tests for the Facility have been satisfactorily completed in accordance with Exhibit R; (j) Contractor has paid all amounts to Owner then due and payable hereunder, or Owner has elected to set-off such amounts against any payment that may be owed by Owner to Contractor; (k) Contractor has provided Owner a complete list of the Punch List Items; (l) Contractor has prepared, and submitted to Owner’s Representative the operation and maintenance manuals, operating instructions, system checklists and/or procedures required to be provided by Contractor under Exhibit J in the English language in sufficient detail for Owner to operate, maintain, dismantle, reassemble, adjust and repair the Facility; and (m) Contractor has delivered to Owner a certificate certifying the satisfaction of each of the foregoing items in this Section 19.2.1. 19.2.2 The Facility shall be fully taken over by Owner at such time as Owner and the Independent Engineer have confirmed that each of the matters set forth in Section 19.2.1 has been completed and Owner issues to Contractor a certificate stating the Facility Substantial Completion Date which shall be the date the final item set forth in Section 19.2.1 occurs with respect to the Facility, as determined by Owner, and not the date the certification is received. 19.2.3 For the avoidance of doubt, the foregoing conditions to Facility Substantial Completion are independent of Contractor’s obligations under the Phase 1 Agreement.

FACILITY SUBSTANTIAL COMPLETION. 19.2.1 Upon compliance with all other conditions set forth in this Section 19.2.1, Contractor shall give Notice to Owner that Facility Substantial Completion has occurred, which shall only be have occurred when all of the following items set forth in this Section 19.2.1 have successfully occurred: (a) all of Contractor has demonstrated that the conditions for Facility Mechanical Completion set forth in Section 19.1 have been met, and Owner has received and accepted the LNG Production System RFSU Certificate for each LNG Production System was constructed in accordance with Section 18.2the requirements of Exhibit A; (b) Contractor has completed all of the conditions for LNG Production System Substantial Completion set forth Construction and Preoperational Testing activities as specified in Section 18.3 have been met for all of the LNG Production SystemsExhibit M; (c) Contractor has made available corrected all material defects, deficiencies and/or discrepancies identified in the Work by Owner, pursuant to the provisions of Section 13.02, and Owner at the Job Site all special tools and Spare Parts has accepted such corrections in accordance with Section 3.9.1 (any reorders to be a Punch List Items in accordance with Section 19.5)writing; (d) Contractor the Facility has successfully completed been demonstrated to: (i) be capable of use for its intended purpose; and (ii) be capable of operation in accordance with the ESA, all of the Demonstration Tests for the Facility, as verified by reports delivered by Contractor Applicable Laws and Applicable Permits and all other standards referred to Ownerin Exhibit A; (e) Owner has received the System Turnover Packages demonstrating that Contractor has successfully completed all of Facility is supplying the Commissioning for Resort with the Facilityrequired Deep Ocean Water required under the ESA; (f) the Facility is ready for normal, continuous and safe operation with the complement of personnel contemplated in Exhibit Q, and Contractor has corrected all Defects conducted and Deficiencies (other than completed the Punch List Itemstraining program, if any, for Owner’s Facility Operating Personnel required by Section 3.01(ff); (g) Contractor has completed certified by a Notice to Owner that all training is complete and Operating Personnel can operate the training program required by Article 14Facility in a safe, efficient, and reliable manner; (h) Contractor has performed completed all other provisions hereof required for normal, continuous and safe operation and delivered all items required hereby (except any Punch List Items or other obligations of Contractor not intended to be fully performed at Facility Substantial Completion) Performance Tests required by this AgreementSection 17.02; (i) (A) the Performance Tests for the Facility have been satisfactorily completed in accordance with Exhibit R; (j) Contractor has paid all amounts to Owner then due and payable hereunder, or Owner has elected to set-off such amounts against any payment that may be owed by Owner to Contractor; (k) Contractor has provided Owner received a complete list Temporary Certificate of the Punch List Items; (l) Contractor has prepared, and submitted to Owner’s Representative the operation and maintenance manuals, operating instructions, system checklists and/or procedures required to be provided by Contractor under Exhibit J in the English language in sufficient detail for Owner to operate, maintain, dismantle, reassemble, adjust and repair the Facility; and (m) Contractor has delivered to Owner a certificate certifying the satisfaction of each of the foregoing items in this Section 19.2.1. 19.2.2 The Facility shall be fully taken over by Owner at such time as Owner and the Independent Engineer have confirmed that each of the matters set forth in Section 19.2.1 has been completed and Owner issues to Contractor a certificate stating the Facility Substantial Completion Date which shall be the date the final item set forth in Section 19.2.1 occurs Occupancy with respect to the Facility, as determined to the extent required; and (j) Subject to Section 14.01(a), Contractor has successfully completed all tests of the Facility contemplated by Owner, and not the date the certification is receivedthis Contract.

FACILITY SUBSTANTIAL COMPLETION. 19.2.1 Upon compliance with all other conditions set forth in this Section 19.2.1, Contractor shall give Notice to Owner that Facility Substantial Completion has occurred, which shall only be when all of the following items set forth in this Section 19.2.1 have occurred: (a) all of the conditions for Facility Mechanical Completion set forth in Section 19.1 have been met, and Owner has received and accepted the LNG Production System RFSU Certificate for each LNG Production System in accordance with Section 18.2; (b) all of the conditions for LNG Production System Substantial Completion set forth in Section 18.3 have been met for all of the LNG Production Systems; (c) Contractor has made available to Owner at the Job Site all special tools and Spare Parts in accordance with Section 3.9.1 (any reorders to be a Punch List Items in accordance with Section 19.5); (d) Contractor has successfully completed all of the Demonstration Tests for the Facility, as verified by reports delivered by Contractor to Owner; (e) Owner has received the System Turnover Packages demonstrating that Contractor has successfully completed all of the Commissioning for the Facility; (f) the Facility is ready for normal, continuous and safe operation with the complement of personnel contemplated in Exhibit Q, and Contractor has corrected all Defects and Deficiencies (other than the Punch List Items); (g) Contractor has completed the training program required by Article 14; (h) Contractor has performed all other provisions hereof required for normal, continuous and safe operation and delivered all items required hereby (except any Punch List Items or other obligations of Contractor not intended to be fully performed at Facility Substantial Completion) required by this Agreement; (i) (A) the Performance Tests for the Facility have been satisfactorily completed in accordance with Exhibit R; (j) Contractor has paid all amounts to Owner then due and payable hereunder, or Owner has elected to set-off such amounts against any payment that may be owed by Owner to Contractor; (k) Contractor has provided Owner a complete list of the Punch List Items; (l) Contractor has prepared, and submitted to Owner’s Representative the operation and maintenance manuals, operating instructions, system checklists and/or procedures required to be provided by Contractor under Exhibit J in the English language in sufficient detail for Owner to operate, maintain, dismantle, reassemble, adjust and repair the Facility; and (m) Contractor has delivered to Owner a certificate certifying the satisfaction of each of the foregoing items in this Section 19.2.1. 19.2.2 The Facility shall be fully taken over by Owner at such time as Owner and the Independent Engineer have confirmed that each of the matters set forth in Section 19.2.1 has been completed and Owner issues to Contractor a certificate stating the Facility Substantial Completion Date which shall be the date the final item set forth in Section 19.2.1 occurs with respect to the Facility, as determined by Owner, and not the date the certification is received. 19.2.3 For the avoidance of doubt, the foregoing conditions to Facility Substantial Completion are independent of Contractor’s obligations under the Phase 1 Agreement.

FACILITY SUBSTANTIAL COMPLETION. 19.2.1 Upon compliance with all other conditions set forth in this Section 19.2.1, Contractor shall give Notice to Owner that Facility Substantial Completion has occurred, which shall only be when all of the following items set forth in this Section 19.2.1 have occurred: (a) all of the conditions for Facility Mechanical Completion set forth in Section 19.1 have been met, and Owner has received and accepted the LNG Production System RFSU Certificate for each LNG Production System in accordance with Section 18.2; (b) all of the conditions for LNG Production System Substantial Completion set forth in Section 18.3 have been met for all of the LNG Production Systems; (c) Contractor has made available to Owner at the Job Site all special tools and Spare Parts in accordance with Section 3.9.1 (any reorders to be a Punch List Items in accordance with Section 19.5); (d) Contractor has successfully completed all of the Demonstration Tests for the Facility, as verified by reports delivered by Contractor to Owner; (e) Owner has received the System Turnover Packages demonstrating that Contractor has successfully completed all of the Commissioning for the Facility; (f) the Facility is ready for normal, continuous and safe operation with the complement of personnel contemplated in Exhibit Q, and Contractor has corrected all Defects and Deficiencies (other than the Punch List Items); (g) Contractor has completed the training program required by Article 14; (h) Contractor has performed all other provisions hereof required for normal, continuous and safe operation and delivered all items required hereby (except any Punch List Items or other obligations of Contractor not intended to be fully performed at Facility Substantial Completion) required by this Agreement; (i) (A) the Performance Tests for the Facility have been satisfactorily completed in accordance with Exhibit R; (j) Contractor has paid all amounts to Owner then due and payable hereunder, or Owner has elected to set-off such amounts against any payment that may be owed by Owner to Contractor; (k) Contractor has provided Owner a complete list of the Punch List Items; (l) Contractor has prepared, and submitted to Owner’s Representative the operation and maintenance manuals, operating instructions, system checklists and/or procedures required to be provided by Contractor under Exhibit J in the English language in sufficient detail for Owner to operate, maintain, dismantle, reassemble, adjust and repair the Facility; and (m) Contractor has delivered to Owner a certificate certifying the satisfaction of each of the foregoing items in this Section 19.2.1. 19.2.2 The Facility shall be fully taken over by Owner at such time as Owner and the Independent Engineer have confirmed that each of the matters set forth in Section 19.2.1 has been completed and Owner issues to Contractor a certificate stating the Facility Substantial Completion Date which shall be the date the final item set forth in Section 19.2.1 occurs with respect to the Facility, as determined by Owner, and not the date the certification is received.

FACILITY SUBSTANTIAL COMPLETION. 19.2.1 Upon compliance with all other conditions set forth in this Section 19.2.1, Contractor shall give Notice to Owner that Facility Substantial Completion has occurred, which shall only be when all of the following items set forth in this Section 19.2.1 have occurred: (a) all of the conditions for Facility Mechanical Completion set forth in Section 19.1 have been met, and Owner has received and accepted the LNG Production System RFSU Certificate for each LNG Production System in accordance with Section 18.2; (b) all of the conditions for LNG Production System Substantial Completion set forth in Section 18.3 have been met for all of the LNG Production Systems; (c) Contractor has made available to Owner at the Job Site all special tools and Spare Parts in accordance with Section 3.9.1 (any reorders to be a Punch List Items in accordance with Section 19.5); (d) Contractor has successfully completed all of the Demonstration Tests for the Facility, as verified by reports delivered by Contractor to Owner; (e) Owner has received the System Turnover Packages demonstrating that Contractor has successfully completed all of the Commissioning for the Facility; (f) the Facility is ready for normal, continuous and safe operation with the complement of personnel contemplated in Exhibit Q, and Contractor has corrected all Defects and Deficiencies (other than the Punch List Items); (g) Contractor has completed the training program required by Article 14; (h) Contractor has performed all other provisions hereof required for normal, continuous and safe operation and delivered all items required hereby (except any Punch List Items or other obligations of Contractor not intended to be fully performed at Facility Substantial Completion) required by this Agreementin a manner satisfactory to Owner; (i) (A) the Performance Tests for the Facility have been satisfactorily completed in accordance with Exhibit R; (j) Contractor has paid all amounts to Owner then due and payable hereunder, or Owner has elected to set-off such amounts against any payment that may be owed by Owner to Contractor; (k) Contractor has provided Owner a complete list of the Punch List Items; (l) Contractor has prepared, and submitted to Owner’s Representative the operation and maintenance manuals, operating instructions, system checklists and/or procedures required to be provided by Contractor under Exhibit J in the English language in sufficient detail for Owner to operate, maintain, dismantle, reassemble, adjust and repair the Facility; and (m) Contractor has delivered to Owner a certificate certifying the satisfaction of each of the foregoing items in this Section 19.2.1. 19.2.2 The Facility shall be fully taken over by Owner at such time as Owner and the Independent Engineer have confirmed that each of the matters set forth in Section 19.2.1 has been completed and Owner issues to Contractor a certificate stating the Facility Substantial Completion Date which shall be the date the final item set forth in Section 19.2.1 occurs with respect to the Facility, as determined by Owner, and not the date the certification is received.