Common use of Performance Testing Clause in Contracts

Performance Testing. 15.3.1 Unless Owner otherwise consents in writing (which consent may be withheld in Owner’s sole discretion and for any reason), all Demonstration Tests must be completed, as applicable, and all Defects or Deficiencies that have been identified by such Demonstration Tests remedied prior to the start of any Performance Tests. 15.3.2 Owner or its Affiliate will cause qualified and experienced personnel to be available for executing the Performance Tests and any rerun thereof in compliance with this Agreement and Exhibit R. Owner shall manage the operation and maintenance personnel (including the personnel of Contractor) during the Performance Tests. In addition, Contractor shall provide the support services necessary at the Job Site for the installation, start-up and performance of the Commissioning of each LNG Production System and the Facility and the running or rerunning of the Performance Tests in accordance with the requirements of the Performance Tests and the provisions hereof. The Contractor’s Representative shall have full authority to represent Contractor and to acknowledge Defects or Deficiencies in the Facility, direct the proper conduct of remedial actions relating to the performance of the Facility and the execution of the Performance Tests. 15.3.3 Contractor shall provide preliminary Notice to Owner and the Independent Engineer not less than ninety (90) Days prior to the date that Contractor expects the relevant Work and/or Owner Furnished Equipment and Materials to be ready for the Performance Tests. Contractor shall provide an additional Notice to Owner and the Independent Engineer not less than five (5) Business Days prior to the date that Owner will perform the Performance Tests. The Performance Tests for an LNG Production System or the Facility, as applicable, shall be executed as soon as practicable after LNG Production System Mechanical Completion of such LNG Production System or Facility Mechanical Completion, as applicable, and completion of the Demonstration Tests, as applicable, for such LNG Production System or the Facility; #100592900v5 provided that, at Owner’s discretion, Owner may take into account the interim operations of the Facility by Owner and Owner’s contractual commitments to purchasers of LNG to be produced and loaded at the Facility in scheduling Performance Tests. For the avoidance of doubt, the Parties agree that LNG Production System Mechanical Completion of an LNG Production System or Facility Mechanical Completion, as applicable, will precede the start of the performance of the Demonstration Tests, as applicable, for such LNG Production System or the Facility and that the Demonstration Tests, as applicable, for an LNG Production System or the Facility will precede the start of the Performance Tests for such LNG Production System or the Facility. It is further agreed that Defects or Deficiencies affecting the safe, proper or reliable operation of an LNG Production System which are discovered prior to achieving LNG Production System Mechanical Completion of an LNG Production System or Facility Mechanical Completion, as applicable, will be remedied before starting the Demonstration Tests, as applicable, for such LNG Production System or the Facility and any such Defects discovered during the performance of the Demonstration Tests, as applicable, for such LNG Production System or the Facility will be remedied prior to the performance of the Performance Tests for such LNG Production System or the Facility. Defects or Deficiencies discovered during any Performance Tests may, in the sole, reasonable judgment of Owner, require remedy and a subsequent Performance Test; provided that, if the immediately prior Performance Test was successfully passed, then any subsequent Performance Test shall not prevent Contractor’s achievement of LNG Production System Substantial Completion of an LNG Production System or Facility Substantial Completion, as applicable. Notices by Contractor certifying that each of the aforementioned stages have been completed in full compliance with this Agreement must be accepted by Owner in writing, such acceptance not to be unreasonably withheld or delayed. 15.3.4 Contractor shall be responsible to perform all Work necessary, including to correct any Defects and Deficiencies, for the Facility to successfully pass the Performance Tests described in and to the extent required by Exhibit R (including the 72-hour Facility System Reliability Test) (the “Facility Performance Tests”), Contractor shall be obligated hereunder to perform all Work necessary to successfully pass all of the Facility Performance Tests as soon as reasonably practicable from and after the earlier to occur of: (a) Owner performs the Facility Performance Tests in accordance with this Agreement and the Facility fails to successfully pass all of the Facility Performance Tests [***] times, or (b) Owner performs the Facility Performance Tests in accordance with this Agreement and the Facility fails to successfully pass all of the Facility Performance Tests within [***] days after the LPS4 Substantial Completion Date, including facilitating the performance by an Owner Contractor of its warranty or make good obligations to Owner in respect of the Owner Furnished Equipment and Materials, but Contractor shall have no obligation to correct defects or deficiencies in the Owner Furnished Equipment and Materials. Without limiting the foregoing, Contractor acknowledges and agrees that its obligation to perform all Work necessary to successfully pass all of the Facility Performance Tests is an absolute, unconditional, “must meet” obligation. Contractor shall be entitled to payment of any Direct Costs incurred and Contractor’s G&A and Contractor’s Margin applicable thereto in performing the Work necessary to successfully pass all of the Facility Performance Tests. #100592900v5 15.3.5 During the Warranty Period, Owner may, or may require Contractor to, conduct a test of any item of Material, component or system that has required modification, repair or replacement under warranty. Such test shall include, where necessary or appropriate, additional Demonstration Tests or Performance Tests (as described in Exhibit R), in each case, having a scope and duration reasonably necessary to demonstrate the absence of any adverse effect. 15.3.6 If the completed Work, or any section thereof, fails to pass a test required hereunder, Owner may require such failed tests to be repeated under the same terms and conditions.

Performance Testing. 15.3.1 Unless Owner otherwise consents in writing (which consent may be withheld in Owner’s sole discretion and for any reason), Contractor must complete all Demonstration Tests must be completedTests, as applicable, and remedy all Defects or Deficiencies that Deficiencies, which have been identified by such Demonstration Tests remedied Tests, prior to the start of any Performance Tests. 15.3.2 Owner or its Affiliate will cause qualified and experienced personnel to be available to Contractor for use in executing the Performance Tests and any rerun thereof in compliance with this Agreement and Exhibit R. Owner Contractor shall manage direct and remain responsible for the actions or omissions of the operation and maintenance personnel (including the personnel of ContractorOwner or its Affiliate) during the Performance Tests. In addition, Contractor shall provide the support services necessary at the Job Site for the installation, start-up and performance of the Commissioning of each LNG Production System and the Facility and the running or rerunning of the Performance Tests in accordance with the requirements of the Performance Tests and the provisions hereof. The Contractor’s Representative shall have full authority to represent Contractor and to acknowledge Defects or Deficiencies in the Facility, direct the proper conduct of remedial actions relating to the performance of the Facility and the execution of the Performance Tests. 15.3.3 Contractor shall provide preliminary Notice to Owner and the Independent Engineer not less than ninety (90) Days prior to the date that Contractor expects the relevant Work and/or Owner Furnished Equipment and Materials to be ready for the Performance Tests. Contractor shall provide an additional Notice to Owner and the Independent Engineer not less than five (5) Business Days prior to the date that Owner Contractor will perform the Performance Tests. The Performance Tests for an LNG Production System or the Facility, as applicable, shall be executed as soon as practicable after LNG Production System Mechanical Completion of such LNG Production System or Facility Mechanical Completion, as applicable, and completion of the Demonstration Tests, as applicable, for such LNG Production System or the Facility; #100592900v5 provided that, at Owner’s discretiondirection, Owner may Contractor shall take into account the interim operations of the Facility by Owner and Owner’s contractual commitments to purchasers of LNG to be produced and loaded at the Facility in scheduling Performance Tests. For the avoidance of doubt, the Parties agree that LNG Production System Mechanical Completion of an LNG Production System or Facility Mechanical Completion, as applicable, will precede the start of the performance of the Demonstration Tests, as applicable, for such LNG Production System or the Facility and that the Demonstration Tests, as applicable, for an LNG Production System or the Facility will precede the start of the Performance Tests for such LNG Production System or the Facility. It is further agreed that Defects or Deficiencies affecting the safe, proper or reliable operation of an LNG Production System which are discovered prior to achieving LNG Production System Mechanical Completion of an LNG Production System or Facility Mechanical Completion, as applicable, will be remedied before starting the Demonstration Tests, as applicable, for such LNG Production System or the Facility and any such Defects discovered during the performance of the Demonstration Tests, as applicable, for such LNG Production System or the Facility will be remedied prior to the performance of the Performance Tests for such LNG Production System or the Facility. Defects or Deficiencies discovered during any Performance Tests may, in the sole, reasonable judgment of Owner, require remedy and a subsequent Performance Test; provided that, if the immediately prior Performance Test was successfully passed, then any subsequent Performance Test shall not prevent Contractor’s achievement of LNG Production System Substantial Completion of an LNG Production System or Facility Substantial Completion, as applicable. Notices by Contractor certifying that each of the aforementioned stages have been completed in full compliance with this Agreement must be accepted by Owner in writing, such acceptance not to be unreasonably withheld or delayed, before Contractor may progress to the subsequent stage. 15.3.4 Contractor shall be responsible to perform all Work necessary, including to correct any Defects and Deficiencies, for the Facility to successfully pass the Performance Tests described in and to the extent required by Exhibit R (including the 72-hour Facility System Reliability Test) (the “Facility Performance Tests”), Contractor shall be obligated hereunder to perform all Work necessary to successfully pass all of the Facility Performance Tests as soon as reasonably practicable from and after the earlier to occur of. If: (a) Owner Contractor performs the Facility Performance Tests in accordance with this Agreement and the Facility fails to successfully pass all of the Facility Performance Tests [***] times, or (b) Owner Contractor performs the Facility Performance Tests in accordance with this Agreement and the Facility fails to successfully pass all of the Facility Performance Tests within [***] days after the LPS4 Substantial Completion Date (the earlier to occur of such events, the “Make Good Commencement Date”), then from and after the Make Good Commencement Date Contractor shall be obligated hereunder to perform all Work necessary to successfully pass all of the Facility Performance Tests as soon as reasonably practicable following the Make Good Commencement Date, including facilitating at its sole cost and expense. Notwithstanding anything contained herein to the contrary, Owner shall have no obligation to pay any Direct Costs, Contractor’s G&A or Contractor’s Margin incurred by Contractor after the Make Good Commencement Date in connection with such Work (excluding, for the avoidance of doubt, any Work that is necessary solely to facilitate the performance by an Owner Contractor of its warranty or make good obligations to Owner in respect of the Owner Furnished Equipment and MaterialsMaterials from and after the Make Good Commencement Date, but it being understood that Contractor shall have no obligation to correct defects or deficiencies in the Owner Furnished Equipment and Materials). Without limiting the foregoing, Contractor acknowledges and agrees that its obligation to perform all Work necessary to successfully pass all of the Facility Performance Tests is an absolute, unconditional, “must meet” obligationobligation and is not subject to any limitation on liability or reduction by the payment of liquidated damages or otherwise. Upon successfully passing the Facility Performance Tests, Contractor shall be entitled to payment of any its Direct Costs incurred and Contractor’s G&A and Contractor’s Margin applicable thereto in performing the connection with any Reimbursable Work necessary to successfully pass all of performed after the Facility Performance Tests. #100592900v5Substantial Completion Date. 15.3.5 During the Warranty Period, Owner may, or may require Contractor to, conduct a test of any item of Material, component or system that has required modification, repair or replacement under warranty. Such test shall include, where necessary or appropriate, additional Demonstration Tests or Performance Tests (as described in Exhibit R), in each case, having a scope and duration reasonably necessary to demonstrate the absence of any adverse effect. 15.3.6 If the completed Work, or any section thereof, fails to pass a test required hereunder, Owner may require such failed tests to be repeated under the same terms and conditions.additional

Performance Testing. 15.3.1 Unless Owner otherwise consents in writing (which consent may be withheld in Owner’s sole discretion and for any reason), Contractor must complete all Demonstration Tests must be completedTests, as applicable, and remedy all Defects or Deficiencies that Deficiencies, which have been identified by such Demonstration Tests remedied Tests, prior to the start of any Performance Tests. 15.3.2 Owner or its Affiliate will cause qualified and experienced personnel to be available to Contractor for use in executing the Performance Tests and any rerun thereof in compliance with this Agreement and Exhibit R. Owner Contractor shall manage direct and remain responsible for the actions or omissions of the operation and maintenance personnel (including the personnel of ContractorOwner or its Affiliate) during the Performance Tests. In addition, Contractor shall provide the support services necessary at the Job Site for the installation, start-up and performance of the Commissioning of each LNG Production System and the Facility and the running or rerunning of the Performance Tests in accordance with the requirements of the Performance Tests and the provisions hereof. The Contractor’s Representative shall have full authority to represent Contractor and to acknowledge Defects or Deficiencies in the Facility, direct the proper conduct of remedial actions relating to the performance of the Facility and the execution of the Performance Tests. 15.3.3 Contractor shall provide preliminary Notice to Owner and the Independent Engineer not less than ninety (90) Days prior to the date that Contractor expects the relevant Work and/or Owner Furnished Equipment and Materials to be ready for the Performance Tests. Contractor shall provide an additional Notice to Owner and the Independent Engineer not less than five (5) Business Days prior to the date that Owner Contractor will perform the Performance Tests. The Performance Tests for an LNG Production System or the Facility, as applicable, shall be executed as soon as practicable after LNG Production System Mechanical Completion of such LNG Production System or Facility Mechanical Completion, as applicable, and completion of the Demonstration Tests, as applicable, for such LNG Production System or the Facility; #100592900v5 provided that, at Owner’s discretiondirection, Owner may Contractor shall take into account the interim operations of the Facility by Owner and Owner’s contractual commitments to purchasers of LNG to be produced and loaded at the Facility in scheduling Performance Tests. For the avoidance of doubt, the Parties agree that LNG Production System Mechanical Completion of an LNG Production System or Facility Mechanical Completion, as applicable, will precede the start of the performance of the Demonstration Tests, as applicable, for such LNG Production System or the Facility and that the Demonstration Tests, as applicable, for an LNG Production System or the Facility will precede the start of the Performance Tests for such LNG Production System or the Facility. It is further agreed that Defects or Deficiencies affecting the safe, proper or reliable operation of an LNG Production System which are discovered prior to achieving LNG Production System Mechanical Completion of an LNG Production System or Facility Mechanical Completion, as applicable, will be remedied before starting the Demonstration Tests, as applicable, for such LNG Production System or the Facility and any such Defects discovered during the performance of the Demonstration Tests, as applicable, for such LNG Production System or the Facility will be remedied prior to the performance of the Performance Tests for such LNG Production System or the Facility. Defects or Deficiencies discovered during any Performance Tests may, in the sole, reasonable judgment of Owner, require remedy and a subsequent Performance Test; provided provided, that, if the immediately prior Performance Test was successfully passed, then any subsequent Performance Test shall not prevent Contractor’s achievement of LNG Production System Substantial Completion of an LNG Production System or Facility Substantial Completion, as applicable. Notices by Contractor certifying that each of the aforementioned stages have been completed in full compliance with this Agreement must be accepted by Owner in writing, such acceptance not to be unreasonably withheld or delayed. 15.3.4 Contractor shall be responsible to perform all Work necessary, including to correct any Defects and Deficiencies, for (i) “LPS4” (as such term is defined in the Phase 1 Agreement) as described in Exhibit R and (ii) the Facility to successfully pass the Performance Tests described in and to the extent required by Exhibit R (including the 72-hour Facility System Reliability Test) (the “Facility Performance Tests”), Contractor shall be obligated hereunder to perform all Work necessary to successfully pass all of the Facility Performance Tests as soon as reasonably practicable from and after the earlier to occur of. If: (a) Owner Contractor performs the Facility Performance Tests in accordance with this Agreement and the Facility fails to successfully pass all of the Facility Performance Tests [***] times, or (b) Owner Contractor performs the Facility Performance Tests in accordance with this Agreement and the Facility fails to successfully pass all of the Facility Performance Tests within [***] days after the LPS4 LPS6 Substantial Completion Date (the earlier to occur of such events, the “Make Good Commencement Date”), then from and after the Make Good Commencement Date Contractor shall be obligated hereunder to perform all Work necessary to successfully pass all of the Facility Performance Tests as soon as reasonably practicable following the Make Good Commencement Date, including facilitating subject to any Owner Caused Delay impacting its performance after the Make Good Commencement Date, at its sole cost and expense. Notwithstanding anything contained herein to the contrary, Owner shall have no obligation to pay any Direct Costs, Contractor’s G&A or Contractor’s Margin incurred by Contractor after the Make Good Commencement Date in connection with such Work (excluding, for the avoidance of doubt, any Work that is necessary solely to facilitate the performance by an Owner Contractor of its warranty or make good obligations to Owner in respect of the Owner Furnished Equipment and Materials, but Contractor shall have no obligation to correct defects or deficiencies in Materials from and after the Owner Furnished Equipment and MaterialsMake Good Commencement Date). Without limiting the foregoing, Contractor acknowledges and agrees that its obligation to perform all Work necessary to successfully pass all of the Facility Performance Tests is an absolute, unconditional, “must meet” obligationobligation and is not subject to any limitation on liability or reduction. Upon successfully passing the Facility Performance Tests, Contractor shall be entitled to payment of any its Direct Costs incurred and Contractor’s G&A and Contractor’s Margin applicable thereto in performing the connection with any Reimbursable Work necessary to successfully pass all of performed after the Facility Performance Tests. #100592900v5Substantial Completion Date. 15.3.5 During the Warranty Period, Owner may, or may require Contractor to, conduct a test of any item of Material, component or system that has required modification, repair or replacement under warranty. Such test shall include, where necessary or appropriate, additional Demonstration Tests or Performance Tests (as described in Exhibit R), in each case, having a scope and duration reasonably necessary to demonstrate the absence of any adverse effect. 15.3.6 If the completed Work, or any section thereof, fails to pass a test required hereunder, Owner may require such failed tests to be repeated under the same terms and conditions.

Performance Testing. 15.3.1 Unless Owner otherwise consents in writing (which consent may be withheld in Owner’s sole discretion and for any reason), all Demonstration Tests must be completed, as applicable, and all Defects or Deficiencies that have been identified by such Demonstration Tests remedied prior to the start of any Performance Tests. 15.3.2 Owner or its Affiliate will cause qualified and experienced personnel to be available for executing the Performance Tests and any rerun thereof in compliance with this Agreement and Exhibit R. Owner shall manage the operation and maintenance personnel (including the personnel of Contractor) during the Performance Tests. In addition, Contractor shall provide the support services necessary at the Job Site for the installation, start-up and performance of the Commissioning of each LNG Production System and the Facility and the running or rerunning of the Performance Tests in accordance with the requirements of the Performance Tests and the provisions hereof. The Contractor’s Representative shall have full authority to represent Contractor and to acknowledge Defects or Deficiencies in the Facility, direct the proper conduct of remedial actions relating to the performance of the Facility and the execution of the Performance Tests. 15.3.3 Contractor shall provide preliminary Notice to Owner and the Independent Engineer not less than ninety (90) Days prior to the date that Contractor expects the relevant Work and/or Owner Furnished Equipment and Materials to be ready for the Performance Tests. Contractor shall provide an additional Notice to Owner and the Independent Engineer not less than five (5) Business Days prior to the date that Owner will perform the Performance Tests. The Performance Tests for an LNG Production System or the Facility, as applicable, shall be executed as soon as practicable after LNG Production System Mechanical Completion of such LNG Production System or Facility Mechanical Completion, as applicable, and completion of the Demonstration Tests, as applicable, for such LNG Production System or the Facility; #100592900v5 provided that, at Owner’s discretion, Owner may take into account the interim operations of the Facility by Owner and Owner’s contractual commitments to purchasers of LNG to be produced and loaded at the Facility in scheduling Performance Tests. For the avoidance of doubt, the Parties agree that LNG Production System Mechanical Completion of an LNG Production System or Facility Mechanical Completion, as applicable, will precede the start of the performance of the Demonstration Tests, as applicable, for such LNG Production System or the Facility and that the Demonstration Tests, as applicable, for an LNG Production System or the Facility will precede the start of the Performance Tests for such LNG Production System or the Facility. It is further agreed that Defects or Deficiencies affecting the safe, proper or reliable operation of an LNG Production System which are discovered prior to achieving LNG Production System Mechanical Completion of an LNG Production System or Facility Mechanical Completion, as applicable, will be remedied before starting the Demonstration Tests, as applicable, for such LNG Production System or the Facility and any such Defects discovered during the performance of the Demonstration Tests, as applicable, for such LNG Production System or the Facility will be remedied prior to the performance of the Performance Tests for such LNG Production System or the Facility. Defects or Deficiencies discovered during any Performance Tests may, in the sole, reasonable judgment of Owner, require remedy and a subsequent Performance Test; provided that, if the immediately prior Performance Test was successfully passed, then any subsequent Performance Test shall not prevent Contractor’s achievement of LNG Production System Substantial Completion of an LNG Production System or Facility Substantial Completion, as applicable. Notices by Contractor certifying that each of the aforementioned stages have been completed in full compliance with this Agreement must be accepted by Owner in writing, such acceptance not to be unreasonably withheld or delayed. 15.3.4 Contractor shall be responsible to perform all Work necessary, including to correct any Defects and Deficiencies, for the Facility to successfully pass the Performance Tests described in and to the extent required by Exhibit R (including the 72-hour Facility System Reliability Test) (the “Facility Performance Tests”), Contractor shall be obligated hereunder to perform all Work necessary to successfully pass all of the Facility Performance Tests as soon as reasonably practicable from and after the earlier to occur of: (a) Owner performs the Facility Performance Tests in accordance with this Agreement and the Facility fails to successfully pass all of the Facility Performance Tests [***] times, or (b) Owner performs the Facility Performance Tests in accordance with this Agreement and the Facility fails to successfully pass all of the Facility Performance Tests within [***] days after the LPS4 LPS6 Substantial Completion Date, including facilitating the performance by an Owner Contractor of its warranty or make good obligations to Owner in respect of the Owner Furnished Equipment and Materials, but Contractor shall have no obligation to correct defects or deficiencies in the Owner Furnished Equipment and Materials. Without limiting the foregoing, Contractor acknowledges and agrees that its obligation to perform all Work necessary to successfully pass all of the Facility Performance Tests is an absolute, unconditional, “must meet” obligation. Contractor shall be entitled to payment of any Direct Costs incurred and Contractor’s G&A and Contractor’s Margin applicable thereto in performing the Work necessary to successfully pass all of the Facility Performance Tests. #100592900v5. 15.3.5 During the Warranty Period, Owner may, or may require Contractor to, conduct a test of any item of Material, component or system that has required modification, repair or replacement under warranty. Such test shall include, where necessary or appropriate, additional Demonstration Tests or Performance Tests (as described in Exhibit R), in each case, having a scope and duration reasonably necessary to demonstrate the absence of any adverse effect. 15.3.6 If the completed Work, or any section thereof, fails to pass a test required hereunder, Owner may require such failed tests to be repeated under the same terms and conditions.