Common use of Partial Loss Clause in Contracts

Partial Loss. (a) If during the period between the date hereof and Closing Time, the Rig suffers loss or damage which is not a Total Loss (a “Partial Loss”), then the terms of this Article 10.2 shall apply. In such event, Seller shall provide notice to Buyer of such Partial Loss and: 1. If Seller reasonably believes it can complete the work necessary to cause the Rig to meet the Rig condition standards specified herein (“Repair Work”) prior to the Outside Date, Seller shall either (i) notify Buyer that Seller will perform the Repair Work, in which case the Closing shall be delayed for that period of time required to complete the Repair Work, or (ii) notify Buyer that Seller does not intend to perform the Repair Work, in which case the provisions of 10.2(a)(2) and (3) shall apply; 2. If Seller reasonably believes that it cannot complete the Repair Work prior to the Outside Date or if Seller notifies Buyer that it does not intend to perform the Repair Work, and the parties are able to agree in writing on the costs of such Work or other acceptable Sale Price reduction within 15 Business Days of Buyer’s receipt of notice pursuant to this Article 10.2(a), the Sale Price shall be reduced by such agreed amount and the sale shall be completed as soon as reasonably practicable; or 3. If Seller reasonably believes it cannot complete the Repair Work prior to the Outside Date or if Seller notifies Buyer that it does not intend to perform such Work, and the parties are unable to agree in writing on the costs of the Repair Work or other acceptable Sale Price reduction within time period specified in Article 10.2(a)(2), then the Rig shall be treated as having suffered a Total Loss and the provisions of Article 10.1 shall apply. (b) The parties agree that a partial loss or damage which would reasonably be expected to cost less than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000) to repair (“De Minimis Damage”) shall not be considered a Partial Loss and shall not require any correction or remediation on the part of Seller hereunder, whether pursuant to Articles 5.1 or 10 or otherwise. (c) In the event (i) a Deficiency exists that is the result of missing Required Components, (ii) such Deficiency is not a Partial Loss, and (iii) the cost to replace all of the missing Required Components is reasonably expected to be greater than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000), then Seller shall be obligated to deliver the Required Components or substantially equivalent items that are reasonably acceptable to Buyer. In the event (i) a Deficiency exists that is the result of missing Required Components, (ii) such Deficiency is not a Partial Loss, and (iii) the cost to replace all of the missing Required Components is not reasonably expected to be greater than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000), then Seller shall not be obligated to deliver the missing Required Components (whether pursuant to Articles 5.1 or 10 or otherwise) and the parties will be obligated to continue with the sale hereunder.

Partial Loss. (ai) If during In case of partial loss of a Parcel before the period between transfer of risk of loss to the date hereof and Closing Time, the Rig suffers loss or damage which is not a Total Loss (a “Partial Loss”)Buyer as per Section 5.2, then the terms insurance claim for the partially lost Parcel shall accrue to Seller and Buyer shall pay for the quantity actually received by it at the Receiving Works. The provisional value of this Article 10.2 the Parcel actually received shall applybe determined by reference to the Provisional Invoice value and prorating the total quantity of Concentrate shipped as per the Provisional Invoice to the quantity of Concentrate determined to be lost. In case any Advance Payment has been paid by Buyer and received by Seller in connection with a Parcel that is partially lost, then the amount of the Advance Payment paid in connection with the Concentrate that are lost shall be claimed in full by Buyer by raising a debit note. This amount of such event, Advance Payment shall be paid by the Seller shall provide notice to Buyer within thirty (30) Business Days of such Partial Loss and: 1receipt by Seller of the debit note from Buyer. If Seller reasonably believes it can complete the work necessary to cause the Rig to meet the Rig condition standards specified herein (“Repair Work”) prior to the Outside Date, Seller shall either (i) notify Buyer that Seller will perform the Repair Work, in which case the Closing Final settlement shall be delayed for that period of time required made and final invoice paid by Buyer to complete Seller according to Section 8.5, as soon as all necessary details are available based on received weights and moistures according to Article 9 and assays as per Article 10 and after taking into account the Repair Work, or Concentrate which is lost. (ii) notify Buyer that Seller does not intend to perform In case of partial loss of a Parcel after the Repair Work, in which case the provisions transfer of 10.2(a)(2) and (3) shall apply; 2. If Seller reasonably believes that it cannot complete the Repair Work prior risk of loss to the Outside Date or if Buyer as per Section 5.2, then Provisional Payment shall be made by Buyer to Seller notifies Buyer that it does not intend in accordance with Article 8. All monies received in relation to perform the Repair Work, and the parties are able to agree in writing on the costs such partial loss of such Work or other acceptable Sale Price reduction within 15 Business Days of Buyer’s receipt of notice Parcel pursuant to the insurance policies maintained in accordance with Article 6 shall accrue to Buyer in this Article 10.2(a), the Sale Price case. Final settlement shall be reduced made and final invoice paid by such agreed amount and the sale shall be completed as soon as reasonably practicable; or 3. If Buyer to Seller reasonably believes it cannot complete the Repair Work prior according to the Outside Date or if Seller notifies Buyer that it does not intend to perform such Work, and the parties are unable to agree in writing on the costs of the Repair Work or other acceptable Sale Price reduction within time period specified in Article 10.2(a)(2), then the Rig shall be treated as having suffered a Total Loss and the provisions of Article 10.1 shall apply. (b) The parties agree that a partial loss or damage which would reasonably be expected to cost less than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000) to repair (“De Minimis Damage”) shall not be considered a Partial Loss and shall not require any correction or remediation on the part of Seller hereunder, whether pursuant to Articles 5.1 or 10 or otherwise. (c) In the event (i) a Deficiency exists that is the result of missing Required Components, (ii) such Deficiency is not a Partial Loss, and (iii) the cost to replace all of the missing Required Components is reasonably expected to be greater than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000), then Seller shall be obligated to deliver the Required Components or substantially equivalent items that are reasonably acceptable to Buyer8. In the event (i) a Deficiency exists of partial loss of Parcel the final settlement shall be made on the basis of Seller’s weights and moisture determined at Port of Loading and governing assays for the part of Parcel that is the result of missing Required Components, (ii) such Deficiency is not a Partial Loss, and (iii) the cost to replace all of the missing Required Components is not reasonably expected to be greater than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000), then Seller shall not be obligated to deliver the missing Required Components (whether pursuant to Articles 5.1 or 10 or otherwise) and the parties will be obligated to continue with the sale hereunderarrived safely. .

Partial Loss. (a) If during the period between the date hereof of this Agreement and the Closing Time, the Rig Unit suffers loss or damage which is not a Total Loss (a “Partial Loss”), then the terms of this Article 10.2 9.2 shall apply. In such event, apply and the Seller shall provide written notice to the Buyer of such Partial Loss and:Loss. 1(b) The Parties agree that the Seller shall not be required to remedy De Minimis Losses, whether pursuant to Articles 5.1 or 9 or otherwise. If In respect of Partial Losses other than De Minimis Losses, the following provisions of this Article 9.2 shall apply. (c) At the time of giving the notice referred to in paragraph (a) above, the Seller reasonably believes it can complete shall either (i) notify the Buyer that the Seller will perform the work necessary to cause the Rig Unit to meet the Rig condition standards requirements specified herein (“Repair Work”) prior to the Outside Date, Seller shall either (i) notify Buyer that Seller will perform the Repair Work, in which case the Closing shall be delayed for that period of time required to complete the Repair Work), or (ii) notify the Buyer that the Seller does not intend to perform the Repair Work, in which case the provisions of 10.2(a)(2) and (3Articles 9.2(d)and 9.2(e) shall apply;. 2. (d) If Seller reasonably believes that it cannot complete the Repair Work prior to the Outside Date or if Seller notifies the Buyer that it does not intend to perform the Repair Work, and the parties Parties are able to agree in writing on the costs of such Repair Work or other acceptable Sale Price reduction within 15 ten (10) Business Days of the Buyer’s receipt of notice pursuant to this Article 10.2(a)under paragraph (a) above, the Sale Price shall be reduced by such agreed amount and the sale shall be completed as soon as reasonably practicable; or. 3. (e) If Seller reasonably believes it cannot complete the Repair Work prior to the Outside Date or if Seller notifies the Buyer that it does not intend to perform such Repair Work, and the parties Parties are unable to agree in writing on the costs of the Repair Work or other acceptable Sale Price reduction within the time period specified in Article 10.2(a)(29.2(d), then the Rig Parties shall be treated as having suffered a Total Loss and the provisions of Article 10.1 shall apply. (b) The parties agree that a partial loss or damage which would reasonably be expected to cost less than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇mandate N▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000) to repair (“De Minimis Damage”) shall not be considered a Partial Loss and shall not require any correction or remediation on assess the part reasonable cost of Seller hereunder, whether pursuant to Articles 5.1 or 10 or otherwise. (c) In the event (i) a Deficiency exists that is the result of missing Required Components, (ii) carrying out such Deficiency is not a Partial Loss, and (iii) the cost to replace all of the missing Required Components is reasonably expected to be greater than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇Repair Work. N▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars shall provide an assessment of such cost with reasons and the Parties agree that such amount shall constitute the amount for the Repair Work in question and such assessment shall be final and binding upon both Parties and the Sale Price shall be reduced by such amount and the sale shall be completed as soon as reasonably practicable. (US$100,000f) If, under Article 9.2(e), then Seller shall be obligated to deliver the Required Components or substantially equivalent items that are reasonably acceptable to Buyer. In the event (i) a Deficiency exists that is the result of missing Required Components, (ii) such Deficiency is not a Partial Loss, and (iii) the cost to replace all of the missing Required Components is not reasonably expected to be greater than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇N▇▇▇▇ ▇▇▇▇▇▇ is required to assess any damage to the Unit and quantify the cost of any Repair Work, N▇▇▇▇ ▇▇▇▇▇▇ Dollars shall be instructed jointly by the Parties to carry out such assessment and quantification, such appointment expressly to require N▇▇▇▇ ▇▇▇▇▇▇ to act impartially when carrying out such assessment and quantification. The cost of any such appointment is to be shared equally between the Parties. (US$100,000), then Seller g) If the Repair Work in the reasonable opinion of N▇▇▇▇ ▇▇▇▇▇▇ is likely to last more than ninety (90) calendar days the Buyer shall not be obligated have the right to deliver the missing Required Components (whether pursuant terminate this Agreement by notice to Articles 5.1 or 10 or otherwise) and the parties will be obligated to continue with the sale hereunder.the

Partial Loss. (a) If If, during the period between the date hereof and Closing TimeInterim Period, the Rig suffers loss or damage which is not a Total Loss (a “Partial Loss”), then the terms of this Article 10.2 9.2 shall apply. In such event, Seller shall provide written notice to Buyer of such Partial Loss and: 1. If Seller reasonably believes it can complete shall either (i) perform the work necessary to cause the Rig to meet the Rig condition standards specified herein Inspection Condition (the “Repair Work”) prior to the Outside Date, Seller shall either (i) notify Buyer that Seller will perform the Repair Work, in which case the Closing shall be delayed for that period of time required to complete the Repair Workat Seller’s sole expense, or (ii) notify Buyer that Seller does not intend to perform the Repair Work, in which case the provisions of 10.2(a)(2Articles 9.2(a)(2) and (3) shall apply; 2. If Seller reasonably believes that it cannot complete the Repair Work prior to the Outside Date or if Seller notifies Buyer that it does not intend to perform the Repair Work, and the parties are able to agree in writing on the costs of such Repair Work not completed by the Outside Date, or some other acceptable Sale Price reduction reduction, within 15 Business Days of Buyer’s receipt of notice pursuant to this Article 10.2(a9.2(a), then the Sale Price shall be reduced by such agreed amount and the sale shall be completed as soon as reasonably practicableamount; or 3. If Seller reasonably believes it cannot complete the Repair Work prior to the Outside Date or or. if Seller notifies Buyer that it does not intend to perform such Repair Work, and the parties are unable to agree in writing on the costs of the Repair Work or other acceptable Sale Price reduction within the time period specified in Article 10.2(a)(29.2 (a) (2), then the Rig shall be treated as having suffered a Total Loss and the provisions of Article 10.1 9.1 shall apply. (b) The parties agree that a partial loss or damage which would reasonably be expected to cost less than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000125,000) to repair (“De Minimis Damage”) shall not be considered a Partial Loss and shall not require any correction or remediation on the part of Seller hereunder, whether pursuant to Articles 5.1 or 10 Article 9, or otherwise. (c) In the event (i) a Deficiency exists that is the result of missing Required Components, (ii) such Deficiency is not a Partial Loss, and (iii) the cost to replace all of the missing Required Components is reasonably expected to be greater than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000), then Seller shall be obligated to deliver the Required Components or substantially equivalent items that are reasonably acceptable to Buyer. In the event (i) a Deficiency exists that is the result of missing Required Components, (ii) such Deficiency is not a Partial Loss, and (iii) the cost to replace all of the missing Required Components is not reasonably expected to be greater than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000), then Seller shall not be obligated to deliver the missing Required Components (whether pursuant to Articles 5.1 or 10 or otherwise) and the parties will be obligated to continue with the sale hereunder.

Partial Loss. (a) If during the period between the date hereof of this Agreement and the applicable Closing Time, the Rig suffers loss or damage which is not Assets subject to such Closing suffer a Total Loss (a “Partial Loss”), then the terms of this Article 10.2 9.2 shall apply. In such event, apply and the Seller shall provide written notice to the Buyer of such Partial Loss and:Loss. 1(b) The Parties agree that the Seller shall not be required to remedy De Minimis Losses, whether pursuant to Articles 5.1 or 9 or otherwise. If Seller reasonably believes it can complete In respect of Partial Losses other than De Minimis Losses, the work necessary following provisions of this Article 9.2 shall apply. (c) At the time of giving the notice referred to cause in paragraph (a) above, the Rig to meet the Rig condition standards specified herein (“Repair Work”) prior to the Outside Date, Seller shall either (i) notify the Buyer that the Seller will perform the work reasonably necessary to repair the Partial Loss (“Repair Work, in which case the Closing shall be delayed for that period of time required to complete the Repair Work”), or (ii) notify the Buyer that the Seller does not intend to perform the Repair Work, in which case the provisions of 10.2(a)(2Articles 9.2(d) and (39.2(e) shall apply;. 2. (d) If Seller reasonably believes that it cannot complete the Repair Work prior to the Outside Date or if Seller notifies the Buyer that it does not intend to perform the Repair Work, and the parties Parties are able to agree in writing on the costs of such Repair Work or (subject to the last sentence hereof) other acceptable Sale Price reduction within 15 ten (10) Business Days of the Buyer’s receipt of notice pursuant to this Article 10.2(a)under paragraph (a) above, the Sale Price shall be reduced by such agreed amount and the sale shall be completed as soon as reasonably practicable; or. Solely for the purpose of this provision, if either of the Vessels suffers a Total Loss, the Sale Price shall be reduced by USD 138,250,000 if the affected Vessel is the Caesar, and by USD 100 million if the affected Vessel is the Express. 3. (e) If Seller reasonably believes it cannot complete the Repair Work prior to the Outside Date or if Seller notifies the Buyer that it does not intend to perform such Repair Work, and the parties Parties are unable to agree in writing on the costs of the Repair Work or (subject to Article 9.2(d)) other acceptable Sale Price reduction within the time period specified in Article 10.2(a)(29.2(d), then the Rig Parties shall mandate London Offshore Consultants to assess the reasonable cost of carrying out such Repair Work. London Offshore Consultants shall provide an assessment of such cost with reasons and the Parties agree that such amount shall constitute the amount for the Repair Work in question and such assessment shall be treated as having suffered a Total Loss final and binding upon both Parties and the provisions of Article 10.1 Sale Price shall applybe reduced by such amount and the sale shall be completed as soon as reasonably practicable. (bf) If, under Article 9.2(d), London Offshore Consultants is required to assess any damage to the Assets and quantify the cost of any Repair Work, London Offshore Consultants shall be instructed jointly by the Parties to carry out such assessment and quantification, such appointment expressly to require London Offshore Consultants to act impartially when carrying out such assessment and quantification. The parties agree that a partial loss or damage which would reasonably cost of any such appointment is to be expected to cost less than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000) to repair (“De Minimis Damage”) shall not be considered a Partial Loss and shall not require any correction or remediation on shared equally between the part of Seller hereunder, whether pursuant to Articles 5.1 or 10 or otherwiseParties. (cg) If any Repair Work respecting a Vessel shall, in the reasonable estimate of London Offshore Consultants, take longer than three (3) months, the Buyer shall have the right to extend the Outside Date with respect to such Vessel until such time as the Seller has either completed such Repair Work or has notified Buyer of its election under Section 9.2(c)(ii) respecting such Repair Work. In such event, the event (i) a Deficiency exists that is Buyer shall purchase the result of missing Required Components, (ii) Vessel unaffected by such Deficiency is not a Partial Loss, and (iii) Repair Work on or before the cost to replace all original Outside Date in accordance with the allocation of the missing Required Components is reasonably expected to be greater than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000Purchase Price set forth in Section 9.2(d), then Seller shall be obligated to deliver the Required Components or substantially equivalent items that are reasonably acceptable to Buyer. In the event (i) a Deficiency exists that is the result of missing Required Components, (ii) such Deficiency is not a Partial Loss, and (iii) the cost to replace all of the missing Required Components is not reasonably expected to be greater than ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000), then Seller shall not be obligated to deliver the missing Required Components (whether pursuant to Articles 5.1 or 10 or otherwise) and the parties will be obligated to continue with the sale hereunder.Exhibit 10.1 Pipelay Asset Sale Agreement