GAS SALES AND PURCHASE AGREEMENT
KNOW
ALL
MEN BY THESE PRESENTS:
This
Gas
Sales and Purchase Agreement (hereafter “Agreement”) made and entered into by
and between:
PNOC
EXPLORATION CORPORATION,
a
corporation duly organized and existing under and by virtue of Philippine laws
and a subsidiary of the Philippine National Oil Company, a government-owned
and
controlled corporation created under P.D. No. 334, as amended, with principal
office at Building 1, Energy Center, Fort Bonifacio, Taguig City, Metro Manila,
represented herein by its President and Chief Executive Officer, ▇▇.
▇▇▇▇▇▇ ▇. DEL ▇▇▇▇▇,
who is
duly authorized to represent it in this Agreement, and hereinafter referred
to
as ”SELLER”;
and
and
ENERGTEK
PRODUCTS LTD.,
a
company duly organized and existing under the laws of Israel, with address
at ▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇ Azorim, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇
▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Israel, represented by its President and Chief Executive
Officer, ▇▇.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇
(hereinafter also referred to as the "BUYER).
(SELLER
and
BUYER
are
hereafter referred to collectively as “Parties” and individually as
“Party”).
WITHNESSETH:
That-
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A.
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WHEREAS,
SELLER,
as the oil and gas exploration and production arm of the Philippine
National Oil Company, is at the forefront of efforts to realize the
Philippine government’s goal of assuring viable energy supply for the
country and has been actively engaged in the search for indigenous
sources
of energy since its establishment in
1976.
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B.
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WHEREAS,
SELLER
operates the San Antonio Gas Power Project (“SAGP”), located in Echague,
Isabela under Service Contract No. 37 (SC37), granted by the Department
of
Energy on July 18, 1990.
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C.
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WHEREAS,
SAGP is involved in the extraction and production of natural gas
from the
Reservoir through gas production facilities (“Gas Plant”) and utilization
of such natural gas as fuel to generate electricity through power
generation facilities (“Power
Plant”).
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D.
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WHEREAS,
SELLER
expects to cease the operations of the Power Plant when the Gas Plant
can
no longer supply the natural gas requirements of the Power Plant
due to
the declining pressure of the
Reservoir
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E. WHEREAS,
the BUYER,
has the
technology and experience in the usage of Natural Gas for transportation
vehicles and after conducting due diligence on the reservoir and facilities
of
SELLER, has expressed its interest to put up and operate gas filling facilities
at its sole risk, using its proprietary technology to supply the remaining
or
residual volume of natural gas in the San Antonio gas reservoir to the transport
sector within the area.
NOW,
THEREFORE, in view of the foregoing premises and in consideration of the mutual
covenants and agreements hereinafter set forth, the Parties hereby agree as
follows:
1. DEFINITION
OF TERMS
“Billing
Period”
shall
mean the time interval from 10:00AM on the twentieth (20th)
day of
the current month to 10:00 AM on the twentieth (20th)
day of
the following month where Parties shall read the Fiscal Meter and accumulate
data needed for the purpose of billing Natural Gas delivered to
BUYER.
"Delivery
Facilities"
shall
mean such ▇▇▇▇▇, onshore gas production and processing facilities, Compressed
Natural Gas (CNG) Refilling station, and other existing facilities located
in
Echague, Isabela, necessary for SELLER to produce from the Reservoir and tender
for delivery to the BUYER at the Delivery Point the quantities of Natural Gas
which may be required to be tendered for delivery under this Agreement and
to
process any associated liquids.
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“Delivery
Point”
refers
to the point in the San Antonio gas production facilities where the first flange
coupling/connector after the CNG Refilling Station is located.
"Department
of Energy"
and its
abbreviation "DOE"
shall
mean the Department of Energy of the Republic of the Philippines created under
Republic Act No.7638 or any successor thereof from time to time.
“Fiscal
Meter”
refers
to the gas meter installed at the Gas Plant which shall be the basis for
determining the quantities of Natural Gas delivered to the BUYER for billing
and
payment purposes.
“Natural
Gas”
shall
mean any hydrocarbons or mixture of hydrocarbons and other gases consisting
primarily of methane from the Reservoir produced by the Delivery
Facilities.
“Reservoir”
refers
to the currently producing natural gas-bearing underground rock formation
located in Echague, Isabela under Service Contract 37
2. SCOPE
OF AGREEMENT
2.1. This
Agreement shall refer to the sale of Natural Gas by SELLER to
BUYER.
3. AGREEMENT
FOR SALE AND PURCHASE
3.1. SELLER
shall sell and tender Natural Gas for delivery to the BUYER and the BUYER shall
purchase and take from SELLER Natural Gas on the terms and subject to the
conditions specified in this Agreement. Any of the provision of this Agreement
to the contrary notwithstanding and for the avoidance of doubt, it is hereby
understood that:
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a)
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SELLER
shall operate the Gas Plant;
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b)
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SELLER
does not guarantee the quality or total volume of Natural Gas that
will be
supplied;
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c)
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BUYER
does not commit to buy Natural Gas on a “take-or-pay”
basis
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3.2. SELLER
shall sell and tender Natural Gas for delivery to the BUYER on a best efforts
basis and does not guarantee the volumes or qualities of Natural Gas to be
delivered at any given time. SELLER shall, on a current basis, provide to the
BUYER information regarding the state of the Reservoir.
3.3. Notwithstanding
the specifications of the Natural Gas as provided in Annex 2 or any other
provision of this Agreement, SELLER does not guarantee the specifications and
quality of Natural Gas. For avoidance of doubt, BUYER shall be deemed to have
accepted the quality of Natural Gas once it passes through the Delivery Point.
SELLER shall not be liable to BUYER, customers of BUYER, or other third persons
for any incident or event directly or indirectly arising from, or in connection
with the quality of Natural Gas.
3.4. Notwithstanding
the provisions of Section 9, title to and risk of loss of or damage caused
to
BUYER, its customers or other third parties by the Natural Gas delivered under
the terms of this Agreement shall pass to the BUYER upon delivery of the Natural
Gas at the Delivery Point.
3.5. Notwithstanding
Section 3.2, all additional facilities or equipment, such as but not limited
to
compressors and filters, to be installed to meet the requirements of the BUYER
(“Additional Facilities”) shall be at the cost of the BUYER, owned by the BUYER
and subject to the BUYER’s will. The Additional Facilities shall conform to
International Organization for Standardization (ISO) standards or equivalent,
and as applicable, shall be duly certified by competent Philippine
authorities.
3.6. SELLER
undertakes to provide proper maintenance of the Delivery
Facilities.
3.7. BUYER
shall be allowed access to the Delivery Facilities to install, maintain and
operate Additional Facilities as described in Annex 3 upon written consent
of
the SELLER, provided that such written consent shall not be withheld if the
BUYER has demonstrated the necessity, safety and integrity of such Additional
Facilities to the reasonable satisfaction of the SELLER.
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3.8. The
Parties shall cooperate in order to secure all the necessary approvals from
any
governmental authority or any local authority for the fulfillment of this
Agreement, including but not limited to the usage of the Delivery Facilities
and
the installation and usage of the Additional Facilities.
4. PERIOD
OF AGREEMENT
4.1. Subject
to Section 12 hereof, this Agreement shall come into force and effect on the
date it is executed by the Parties (the "Effective Date") and shall terminate
upon the occurrence of the earlier of the following:
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(a)
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Upon
BUYER and SELLER determining that the Delivery Facilities are no
longer
capable of producing a reasonable amount of Natural Gas
;
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(b)
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When
the Parties agree in writing to terminate the
Agreement;
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(c)
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Either
Party may terminate this Agreement upon a breach of the material
obligations, warranties and representations of the other Party under
this
Agreement that is not cured by the other Party within 30 days after
receiving written notice from the first Party of such
breach
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5. TERMS
OF PAYMENT
5.1. All
Natural Gas delivered or to be paid for under this Agreement shall be paid
for
at the Prevailing Contract Price (“P1”) which shall be applied to the quantities
of the Natural Gas delivered as provided in Annex 1. The Prevailing Contract
Price and the interest rates as per clauses 5.5 and 5.6 shall be reviewed by
both Parties at least on a semi-annual basis. The Parties shall respect the
Prevailing Contract Price unless substantial changes occur in the cost of
maintaining and operating the Delivery Facilities that would justify the
increase in the Prevailing Contract Price. The Parties shall consider the
interest rates taking into account the interest rates charged in the Philippines
for dollar loans over a relevant period as agreed by the Parties.
5.2. Computation
of Payments and Adjustments
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The
payments set forth in Section 5.1 above shall be computed at the end of each
Billing Period. SELLER and BUYER representatives shall jointly read the Fiscal
Meter installed and certify in writing the Fiscal Meter reading for billing
and
payment purposes. Such certification shall be conclusive upon the Parties.
The
provisions of Article 5 shall be the bases for an invoice to be prepared by
SELLER. Within five (5) calendar days from the last day of the Billing Period,
SELLER shall submit to BUYER such invoices which shall be due and payable on
the
last day of the month immediately following the Billing Period. Delay in the
submission of such invoice beyond five (5) calendar days will automatically
extend the due date equivalent to the number of days of delay.
5.3. Taxes
All
amounts payable to SELLER pursuant to Section 5 shall be paid as required in
Section 5.2. BUYER may deduct and withhold from all payments to SELLER such
taxes or charges required by law and applicable withholding tax regulations
to
be deducted therefrom, which shall be separately stated in all
invoices.
5.4. Payments
to be Free of Set-Off
Except
for the adjustments mentioned in Section 5.2 and the withholding tax under
Section 5.3 of this Agreement, all payments made by BUYER under this Article
shall be made free and clear of, and without any deduction for or on account
of,
any set-off, counterclaim, tax, fees or charges paid by BUYER.
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5.5.
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Disputed
Invoices
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If
BUYER
disputes the amount specified in any invoice, BUYER shall so inform SELLER
within seven (7) business days of receipt of such invoice. If the dispute is
not
resolved by the due date, BUYER shall pay the undisputed amount on or before
such date and the Parties shall immediately meet to discuss the disputed amount,
which shall be settled within fourteen (14) business days from the due date
of
such invoice together with interest of 12% per annum, without prejudice,
however, to the final outcome of the negotiation. For the avoidance of doubt,
the disputed amount shall not be considered an overdue account until such
dispute is resolved.
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5.6. Interest
on Overdue Payments
An
account that has remained unpaid after the due date shall be considered an
overdue account. All overdue accounts shall be charged with interest penalty
of
18% per annum for the duration of time the account has remained
overdue
5.7. Remittance
of Payments
Payments
to SELLER shall be remitted to a bank account as per the notice to be provided
by SELLER to BUYER.
6. FORCE
MAJEURE
6.1. No
failure or omission to perform, carry out or observe any of the terms,
provisions or conditions of the Agreement shall give rise to any claim by a
Party hereto against the other Party or be deemed to be a breach of the
Agreement if the same shall be caused by or arise out of any of the Force
Majeure relevant to the area of San Antonio as hereinafter
enumerated:
any
war,
declared or not; hostilities, riots or belligerence, blockade, revolution,
insurrection, riot, public disorder, insurgency; rationing or allocation,
whether imposed by law, decree or regulation, or by compliance of industry
at
the insistence of any governmental authority; or fire, unusual flood,
earthquake, volcanic activity, storm, typhoons, lightning, tide (other than
normal tides), tsunamis, unusually severe weather conditions, perils of the
sea,
accidents of navigation or breakdown or injury of vessels, accidents to harbors,
docks, canals or other assistance to or adjuncts of shipping or navigation;
epidemic, quarantine, strikes or combination of workmen, lockouts or other
labor
disturbances, or any other event, matter or thing, wherever occurring, which
shall not be within the reasonable control of the party affected thereby; (i.e.,
unexpected lower gas potential or quality, diminishing gas reserves, social
and
environmental concerns, etc.)
Provided,
however, that:
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(a)
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The
Party invoking Force Majeure shall notify the other Party as soon
as
reasonably possible of the nature of the Force Majeure and the extent
to
which the Force Majeure suspends the affected Party’s obligations under
this Agreement;
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(b)
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The
suspension of performance is of no greater scope and of no longer
duration
than is required by the Force
Majeure;
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(c)
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The
non-performing Party shall use its best efforts to remedy its inability
to
perform and resume performance of its obligations as soon as the
Force
Majeure condition no longer exists;
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(d)
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When
the non-performing Party is able to resume performance of its obligations
under this Agreement that Party shall give the other Party written
notice
to that effect;
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(e)
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The
Force Majeure must not have been caused by or connected with any
negligent
or intentional acts, errors or omissions or failure to comply with
any law
rule, regulation, order, or ordinance or by any breach or default
of this
Agreement; and
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(f)
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A
Party’s delay or failure to perform its obligations arising before the
occurrence of Force Majeure shall not be excused by the later occurrence
of such event.
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6.2. Remedies
Except
as
otherwise provided, in no event shall any condition of Force Majeure extend
this
Agreement beyond its term. If any condition of Force Majeure delays a Party’s
performance for a time period greater than ninety (90) calendar days, the Party
affected by such Force Majeure may suspend this Agreement. If the Force Majeure
prevents a Party’s performance for a period greater than one hundred and eighty
(180) days, the Parties hereto shall meet to discuss the basis and terms upon
which the arrangements set out in this Agreement may be continued. The Parties
hereto shall consult with each other and take all reasonable steps to minimize
the losses of either Party resulting from the Force Majeure.
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7. NOTICES
7.1. All
notices under this Agreement shall be in writing and shall be given at such
addresses or facsimile numbers as the Parties shall specify from time to time
by
notice. In the absence of any addressee's notice to the contrary, notices shall
be given at the following addresses:
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(a)
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PNOC
Exploration Corporation
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Building
1, Energy Complex, ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
Fax
No.:
▇▇▇▇-▇▇▇-▇▇▇▇
For
the
attention of the President
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(b)
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Energtek
Products Ltd
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Dereh
Em
Hamoshavot ▇▇
▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
7.2. Either
Party may, by written notice to the other, change the representative or the
address to which such notices and communications are to be sent.
8. CONFIDENTIALITY
8.1. Except
to
the extent it shall otherwise be required under applicable laws and regulations,
included but not limited to the requirements of the U.S. Securities and Exchange
Commission, each Party shall keep strictly confidential any and all information
concerning the transaction contemplated under this Agreement and any other
information marked as “Confidential” (as may be classified as confidential
information, hereafter “Confidential Information”) and shall not disclose the
same to any third party and the Party’s officers and/or employees not directly
involved in the Project.
8.2. The
party
receiving the Confidential Information (“Receiving Party”) may disclose the
Confidential Information without the other Party’s (“Disclosing Party”) prior
written consent to an Affiliated Company (as herein defined), provided that
the
Receiving Party guarantees the adherence of such Affiliated Company to the
terms
of this Agreement. “Affiliated Company” shall mean any company or legal entity
which (a) controls either directly or indirectly the Receiving Party, or (b)
is
controlled directly or indirectly by the Receiving Party, or (c) is directly
or
indirectly controlled by a company or entity which directly or indirectly
controls the Receiving Party. “Control” means the right to exercise 50% or more
of the voting rights in the appointment of the directors of Affiliated
Company.
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8.3. The
Receiving Party shall be entitled to disclose the Confidential Information
without the Disclosing Party’s prior written consent to the following persons or
entities who have a clear need to know to enable the Receiving Party to perform
its obligations under this Agreement:
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(a)
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employees,
officers and directors of the Receiving
Party;
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(b)
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employees,
officers and directors of any of its Affiliated
Companies
(as defined);
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(c)
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any
prospective partner or professional consultant or agent retained
by the
Receiving Party for the purpose of evaluating the confidential
information; or
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(d)
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any
bank or lending institution which is considering financing the Receiving
party’s, or its Affiliated
Company’s
participation in the Project,
including any professional consultant retained by such bank or lending
institution for the purpose of evaluating the Confidential
Information.
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(e)
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to
the stock exchange on which a Party’s or its Affiliated Company's shares
are listed, when so required by the rules and regulations of such
stock
exchange.
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Prior
to
making any such disclosures to persons or entities under sub-paragraphs (c),
and
(d) above, however, the Receiving Party shall obtain an undertaking of
confidentiality, from such person or entity, if so required by the Disclosing
Party.
Notwithstanding
Section 4, the confidentiality obligations set forth in this section shall
terminate three (3) years after the termination of this Agreement.
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9. LIABILITY
AND INDEMNITY
9.1
Pursuant to the provisions of Sec. 3.4, ownership of the Natural Gas is
transferred from the Seller to Buyer after such Natural Gas passes through
the
“Delivery Point.” All risk of loss of any kind or nature whatsoever after the
“Delivery Point” arising from the delivery, storage or usage of the Natural Gas
shall be for the sole risk of the Buyer. Seller shall also not be liable to
the
Buyer, its customers or other third parties for the volume and quality of the
gas.”
9.2
Except
as
expressly provided in this Agreement, the SELLER shall forego all claims against
the BUYER and its Affiliated Companies and shall hold harmless and indemnify
the
BUYER and its Affiliated Companies against any and all liability in respect
of
any of the following insofar as caused by or arising in the course of
performance or purported performance of this Agreement (whether or not involving
the negligent act or omission of the BUYER and its Affiliated Companies, its
directors or other officers, employees, agents, contractors, or sub-contractors)
namely:
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(a)
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any
death, injury or illness of any officer, employee, agent, contractor
or
sub-contractor of the Seller;
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(b)
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any
physical loss or damage to the Delivery Facilities (and any loss
including
consequential losses associated with or arising from such loss or
damage);
or
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(c)
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any
death, injury or illness of any third party or damage to the property
of
any third party occurring on or as a result of an accident involving
any
of the Delivery Facilities,
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SELLER
shall hold harmless and indemnify the BUYER and its Affiliated Companies from
and against any and all costs, damages or expenses whatsoever incurred by the
BUYER and its Affiliated Companies in respect of any claims, demands,
proceedings or causes of action arising from such death, injury, illness, loss
or damage.
9.3
Except
as
expressly provided in this Agreement the BUYER shall forego all claims against
the SELLER and its Affiliated Companies for and shall hold harmless and
indemnify the SELLER and its Affiliated Companies against any and all liability
in respect of any of the following insofar as caused by or arising in the course
of performance or purported performance of this Agreement (whether or not
involving the negligent act or omission of the Sellers, their directors or
other
officers, employees, agents, contractors or sub-contractors)
namely:
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(a)
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any
death, injury or illness of any officer, employee, agent, contractor,
sub-contractor or customer of the Buyer;
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(b)
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any
physical loss or damage to the facilities of the BUYER or its customers
(and any loss including consequential losses associated with or arising
from such loss or damage); or
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(c)
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any
death, injury or illness of any third party or damage to the property
of
any third party occurring on or as a result of an accident involving
any
of the BUYER’s facilities, products or services;
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BUYER
shall hold harmless and indemnify the SELLER and its Affiliated Companies from
and against any and all costs, damages, legal fees liabilities or expenses
whatsoever incurred by the SELLER and its Affiliated Companies in respect of
any
claims, demands, proceedings or causes of action arising from such death,
injury, illness, loss or damage.
9.3a. To
secure
its obligations under Sec. 9.3, BUYER shall, not later than thirty (30) days
prior to the installation of the Additional Facilities and the commencement
of
its operations, obtain an insurance policy from a reputable and creditworthy
insurance company, such as an insurance company as per the list in Annex 4
or
another insurance company acceptable to SELLER, in an amount not less than
the
value of the maximum volume of Natural Gas that may be stored at BUYER’s
facilities at any given time.
SELLER
shall have a right to recover on the insurance policy, bond or guarantee
obtained by BUYER for any and all costs, damages, legal fees, liabilities or
expenses whatsoever incurred by the SELLER and its Affiliated Companies in
respect of any claims, demands, proceedings or causes of action arising from
death, injury, illness, loss or damage occurring on or as a result of an
accident involving any of the BUYER’s facilities, products or
services.
9.4. None
of
the preceding provisions of this Section 9 shall:
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(a)
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prevent
or restrict any Party from bringing a claim which it would otherwise
be
entitled to bring against the other Party arising out of gross negligence
or wilful misconduct of that other Party;
or
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(b)
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prevent
or restrict any Party from making any charge or recovery or claiming
any
relief which it is expressly entitled to make or claim under any
other
provision of this Agreement.
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9.5
No
Party shall owe or incur any liability whatsoever to another Party howsoever
arising whether in contract or tort (including through negligence or otherwise)
except in respect of any breach of any obligation, warranty or covenant
contained herein subject to the limitations expressly provided for
herein.
9.6
Except as expressly provided in this Agreement no Party shall owe or incur
any
liability whatsoever to another Party for any loss of contract, business
opportunity, profits, production, revenue or interest payable or any other
consequential loss of a similar nature howsoever caused, arising out of or
in
connection with this Agreement and whether or not foreseeable at the date of
this Agreement irrespective of whether such loss is caused or contributed to
by
the negligence of another Party or by any other act, omission or breach of
this
Agreement by another Party.
9.7
Knowledge
of the condition and estimated remaining life of the Reservoir and the Delivery
Facilities
Any
provision of this Agreement to the contrary notwithstanding and for the
avoidance of doubt, BUYER hereby warrants and represents that it is fully aware
of the condition of the Reservoir, the quality of the Natural Gas and its
estimated remaining life and the condition of the Delivery Facilities based
on
its own conduct of due diligence and the information provided by the SELLER.
BUYER therefore hereby unconditionally and irrevocably holds the SELLER, its
stockholders, directors, officers, employees and representatives from any and
all claims, liability, suits, proceedings or actions arising from, or in
connection with, directly or indirectly, the quality of the Natural Gas and
depletion of the Reservoir.
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10. ASSIGNMENT
10.1. No
Party
shall be entitled to assign or transfer its respective rights and obligations
arising under this Agreement without the consent in writing of the other Party
provided that such consent shall not be unreasonably withheld if the Party
who
wishes to assign or transfer has demonstrated to the reasonable satisfaction
of
the other Party that the proposed assignee has adequate financial, technical
and
legal ability to observe and perform the obligations to be assigned. The
assigning Party shall remain liable under this Agreement until the assigning
Party or its assignee demonstrates to the reasonable satisfaction of the other
Parties that the assignee has the abilities to perform the obligations of the
assigning Party under this Agreement. Upon assignment and transfer of a Party’s
rights and obligations to its assignee in accordance with this Section 10,
the
assigning Party shall no longer be part of the Agreement and shall no longer
be
liable according to the same.
10.2. No
Party
shall be bound by an assignment or transfer by another Party of its rights
and
obligations under this Agreement unless the conditions set out in Section 10.1,
as applicable, have been met and until the assignee has confirmed in writing
to
the other Party that it will exercise the rights and faithfully observe and
perform the obligations assigned to it strictly in accordance with the terms
of
this Agreement.
11. DISPUTE
RESOLUTION
SELLER
and
BUYER
recognize
that circumstances may arise with respect to the terms and conditions in the
implementation of this Agreement that could not have been foreseen at the time
this Agreement was entered into. Both Parties agree that they will exert their
best efforts to solve any problem amicably in the spirit of mutual understanding
and cooperation so that no Party shall be unduly prejudiced or benefited on
account of unforeseen supervening circumstances or events.
In
the
event that a dispute occurs, the Parties shall endeavor to reach an amicable
understanding. However, in the event of a dispute arising from or related to
this Agreement which cannot be settled amicably, such dispute shall be resolved
through arbitration under the Alternative Dispute Resolution Act of 2004
(Republic Act No. 9285) and the Arbitration Law (Republic Act No. 876) upon
notice (the “Notice of Arbitration”) by one Party (the “Claimant”) on another
(the “Respondent”).
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The
arbitration shall be conducted by three (3) arbitrators. Each Party in such
dispute shall appoint one (1) arbitrator, and the two arbitrators so nominated
shall appoint the third arbitrator who shall be the presiding arbitrator of
the
tribunal.
If
any
arbitrator is not appointed as provided above within thirty (30) days after
receipt of the Notice of Arbitration by the Respondent, then such arbitrator
shall be appointed by the National President of the Integrated Bar of the
Philippines (IBP) or his duly authorized representative pursuant to Section
26
of the Alternative Dispute Resolution Act of 2004 (Republic Act No. 9285).
If
within thirty (30) days after the appointment of the second arbitrator the
two
arbitrators have not agreed on the choice of the presiding arbitrator, the
presiding arbitrator shall likewise be appointed by the National President
of
the IBP or his duly authorized representative. If an arbitrator fails or is
unable to act, his successor will be appointed in the same manner as the
arbitrator whom he succeeds
In
accordance with 19 below, the arbitrators shall apply Philippine Law in
construing this Agreement and determining the rights, obligations and
liabilities (if any) of the Parties. The arbitration shall be conducted in
the
English language and the place of arbitration shall be Metro Manila,
Philippines.
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12.
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LICENSES
AND AUTHORIZATIONS
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The
effectivity and validity of this Agreement is conditioned upon Parties’ securing
all necessary corporate and Government, approvals, consents, permits and
licenses to pursue its obligations under this Agreement including the approval
of the DOE.
13. ENTIRE
AGREEMENT
This
Agreement together with Annexes 1, 2, 3 and 4 constitute the entire agreement
between the Parties in respect of its subject matter and supersedes and renders
without force and effect any agreements, contracts, representations and
understandings, oral or written, made prior to or at the signing of this
Agreement.
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14. NO
PARTNERSHIP
Nothing
in this Agreement shall be deemed to constitute a partnership, association
or
trust between any of the Parties or to appoint any Party the agent of any other
Party for any purpose, or cause a Party to be responsible for the debts of
another Party.
15. SUCCESSORS
AND ASSIGNEES
This
Agreement shall bind and inure to the benefit of the Parties and their
respective successors and permitted assignees.
16. AMENDMENT
This
Agreement may not be amended except by an agreement in writing referencing
this
Agreement and executed by duly authorised representatives of all Parties.
Minutes of meetings shall not constitute an agreement in writing to amend this
Agreement.
17. NON-WAIVER
None
of
the provisions of this Agreement shall be considered waived by either Party
except when such waiver is given in writing by the party exercising such waiver.
The failure of either Party to insist, in any one or more instances, upon a
strict performance of any of the provisions of this Agreement or to take
advantage of any of its rights hereunder shall not be construed as a waiver
of
any such provisions or the relinquishment of any such rights for the future
but
the same shall continue and remain in full force and effect.
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of 17
18. SEPARABILITY
If
any
part or parts of this Agreement shall be declared invalid by competent courts,
the other parts hereof not affected or impaired thereby shall continue to be
in
full force and effect.
19. GOVERNING
LAW
This
Agreement shall be exclusively governed by and construed in accordance with
the
law of the Republic of the Philippines.
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20.
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COUNTERPART
EXECUTION
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This
agreement may be executed in any number of counterparts with the same effect
as
if the signatures to each counterpart were upon the same instrument. If the
Agreement is executed on different dates, the Agreement Date shall mean the
latest date in the chronological order of execution.
IN
WITNESS
whereof
the Parties hereto have set their hands this _ day of July, 2008 at
_____________________________________.
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PNOC
EXPLORATION CORPORATION
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ENERGTEK
PRODUCTS LTD
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/s/
▇▇▇▇▇▇ ▇. Del ▇▇▇▇▇
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/s/
▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇
▇. DEL ▇▇▇▇▇
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▇▇▇
▇▇▇▇▇▇▇▇▇▇
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President
and CEO
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President
and CEO
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Date:
July ▇▇, ▇▇▇▇-▇▇-▇▇
▇▇▇▇▇:
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
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Date:
July 21, 2008
Place:
Petah Tikva,
Israel
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SIGNED
IN
THE PRESENCE OF
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of 17