Underlifting Clause Samples

Underlifting. Buyer acknowledges that its commitment to purchase and Seller acknowledges that its commitment to deliver the Contract Quantity for each Month is of material importance to the Agreement. Except as otherwise provided in this Agreement and subject to the provisions of Article 9.1.4 and Article 19, if, in any Month, Buyer lifts or Seller delivers less than the Contract Quantity for such Month, the non-breaching Party shall have the right to recover its damages for the breaching Party’s breach of its lifting or delivery obligation, and in addition shall have the right, upon notice to the breaching Party given not later than ten (10) Days after the end of the underlifting or underdelivery Month, to reduce the Contract Quantity for subsequent Months by an amount per Day equal to the amount per Day not lifted or delivered in the under lifting or under delivery Month or to terminate the Agreement (it being understood that if the non-breaching Party does not exercise its right so to reduce or terminate, the breaching Party’s full obligation to purchase or sell hereunder shall remain in full force and effect).

Underlifting. BUYER ACKNOWLDEGES THAT ITS COMMITMENT TO PURCHASE THE ANNUAL CONTRACT QUANTITY IN EACH YEAR IS AN ESSENTIAL TERM OF THIS AGREEMENT. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND SUBJECT TO THE PROVISIONS OF ARTICLE 20, IF, IN ANY LIFTING MONTH, BUYER FAILS TO LIFT ANY CARGO SCHEDULE TO BE PDVSA - NUSTAR LOGISTICS, L.P. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. AMENDMENT 1 LIFTED DURING SUCH LIFTING MONTH, SELLER SHALL HAVE THE RIGHT TO RECOVER ITS DAMAGES FOR BUYER'S BREACH OF ITS LIFTING OBLIGATION. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS ARTICLE 7, BUYER SHALL NOT BE REQUIRED TO LIFT, NOR BE SUBJECT TO ANY LIABILITY FOR LIFTING LESS THAN, THE MONTHLY CONTRACT QUANTITY IN ANY MONTH IF AND TO THE EXTENT THAT: (a) SUCH UNDERLIFTING IS DUE TO DEMONSTRATED OPERATIONAL REASONS CONCERNING ONLY THE LOADING PORTS OR THE VESSELS INVOLVED AND DOES NOT IN ANY EVENT EXCEED FIVE PER CENT (5%)OF THE MONTHLY CONTRACT QUANTITY FOR SUCH MONTH. (b) SUCH UNDERLIFTING COMES AS A CONSEQUENCE OF BUYER PERFORMING REMEDIAL WORK (WHETHER PLANNED OR UNPLANNED) OR AN ANNUAL TURNAROUND AT THE REFINERIES, OR EITHER OF THEM, PROVIDED THAT BUYER NOTIFIES SELLER OF ANY PLANNED TURNAROUND AT LEAST NINETY (90) DAYS PRIOR TO THE MONTH IN WHICH THE TURNAROUND IS PLANNED AND OF ANY PLANNED REMEDIAL WORK AS SOON AS REASONABLY POSSIBLE; OR (c) SUCH UNDERLIFTING IS DUE TO AN UNDERDELIVERY BY SELLER.

Underlifting. In the event that during any given Calendar Quarter the quantity of Crude Oil and Liquid Hydrocarbon By-Products offtaken by either Party is less than the quantity of Crude Oil and Liquid Hydrocarbon By-Products such Party (referred to in this Article 11.3 as the "Underlifting Party") is entitled to offtake under Article 12 (the difference between such quantities being referred to in this Article 11.3 as the "Shortfall") and the Shortfall exceeds five hundred thousand (500,000) Barrels, then the Underlifting Party shall make up the Shortfall by offtaking over and above its share of Crude Oil and Liquid Hydrocarbon By-Products produced, ten percent (10%) of the Shortfall per month during each of the succeeding ten (10) months out of the other Party's share of Crude Oil and Liquid Hydrocarbon By-Products produced. Provided, however, that such other Party shall not, in any month, suffer under this provision a reduction of its share of Crude Oil and Liquid Hydrocarbon By-Products produced in such month, exceeding twenty percent (20%) of such share. Any quantity not made up pursuant to the above provisions of this Article

Underlifting. Buyer acknowledges that its commitment to purchase the Annual Contract Quantity in each Year is an essential term of this Agreement. Except as otherwise provided in this Agreement and subject to the provisions of Article 20, if, in any Lifting Month, Buyer fails to lift any Cargo scheduled to be lifted during such Lifting Month, Seller shall have the right to recover its damages for Buyer’s breach of its lifting obligation. Notwithstanding the foregoing provisions of this Article 7, Buyer shall not be required to lift, nor be subject to any liability for lifting less than, the Monthly Contract Quantity in any Month if and to the extent that: (a) such underlifting is due to demonstrated operational reasons concerning only the Loading Ports or the vessels involved and does not in any event exceed ten percent (10%) of the Monthly Contract Quantity for such Month; (b) such underlifting comes as a consequence of Buyer performing remedial work (whether planned or unplanned) or an annual turnaround at the Refineries, or either of them, provided that Buyer notifies Seller of any planned turnaround at least ninety (90) Days prior to the Month in which the turnaround is planned and of any planned remedial work as soon as reasonably possible; (c) such underlifting is the result of Buyer decreasing inventories of Oil at the Refineries, or either of them, having previously increased such inventories by lifting in excess of the Monthly Contract Quantity due to increased risk of weather-related interruption of supply; or (d) such underlifting is due to an underdelivery by Seller.

Underlifting. In addition to any other rights that Seller may have under this Agreement as a result of Buyer's failure to purchase Products within the Volume Range, if Buyer fails to purchase at least [*.*], then Seller may, at its sole option, effective upon 15 days' prior written notice to Buyer, [*.*]. If, and to the extent that Seller exercises this right, the Annual Committed Volume for the affected Product Groups will be adjusted accordingly, as will the Home Heat Distillate Volume Allocation, if necessary.