Item 1.01 Entry Into a Material Definitive Agreement.
On
Conditions to each party's obligation to consummate the transactions
contemplated by the LNG SPA include (i) Driftwood LNG having issued to
The LNG SPA contains customary representations, warranties and covenants of Driftwood LNG and Gunvor. Driftwood LNG, on the one hand, and Gunvor, on the other hand, have agreed to indemnify each other against certain losses resulting from breaches of their respective representations, warranties and covenants, subject to certain limits set forth in the LNG SPA. The LNG SPA also includes provisions regarding ACQ adjustments, suspension rights, failure to take LNG, failure to deliver LNG, inspection rights, force majeure, cool-downs, gas-ups, title and risk of loss transfers, invoicing and payment, berthing, loading and demurrage, testing and measurement standards, confidentiality, termination rights and other rights and requirements.
The foregoing description of the LNG SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the LNG SPA, which is attached as Exhibit 10.1 to this report and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
10.1†† LNG Sale and Purchase Agreement by and between
Gunvor Singapore Pte Ltd , dated as ofMay 27, 2021 99.1 Press Release, dated as ofMay 27, 2021 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included as Exhibit 101)
†† Portions of this exhibit have been omitted in accordance with Item 601(b)(2)
or 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed. The registrant hereby agrees to furnish supplementally an unredacted copy of this exhibit to theSecurities and Exchange Commission upon request. 3
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