LD Rebate means any amount of up to US$41,160,000 to be paid by the Owner to the Lender under or in accordance with paragraph (d)(i) of Article III.1 (DELAYED DELIVERY) of the Construction Contract by way of reimbursement of liquidated damages for delay if those liquidated damages are waived under that provision.
Legal Reservations means:
|(a)||the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;|
|(b)||the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim; and|
|(c)||similar principles, rights and defences under the laws of any Relevant Jurisdiction.|
Lender's Parent means Sembcorp Marine Ltd, a corporation organised under the laws of Singapore, having its registered office at 80 Tuas South Boulevard, Singapore 637051.
Lender's Share means, in relation to the Owner, the special class of stock or membership interests (as applicable) in the Owner (as the case may be) issued to the Lender's Share Holder for nominal consideration.
Lender's Share Holder means the Lender or any Affiliate nominated by it to the Owner at least five (5) Banking Days prior to Delivery.
Limitation Acts means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.
Loan means the sum to be advanced by the Lender to the Owner under this Agreement or, following any partial repayment or prepayment thereof, the principal amount thereof from time to time outstanding under this Agreement.
Long Term Charter means any drilling contract, charter or other contract of employment for the Vessel which is entered into by the Owner or an Internal Charterer with a third-party operator/customer which (i) is not subject to a final investment decision or other condition to be fulfilled by the customer/operator prior to an obligation of the Owner or such Internal Charterer to provide the Vessel to perform services under such contract, (ii) relates solely to the Vessel (and not to multiple vessels in the Transocean Group fleet) and (iii) excluding any options to extend, requires the use of the Vessel for an initial firm period of at least 4 years in duration.
Major Casualty means, any casualty to the Vessel or incident involving the Vessel (other than a Total Loss) in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds US$25,000,000 (or the equivalent in any other currency).
Management Agreement (External Manager) means any technical, commercial and operational management agreement between the Owner and an External Manager in relation to the technical management and operation of the Vessel.
Management Agreement (Internal Manager) means any technical, commercial and operational management agreement between the Owner and an Internal Manager in relation to the supervision of works by the Lender or the technical management and operation of the Vessel.
Manager means any Internal Manager or any External Manager, as the case may be.
Manager's Undertaking means an undertaking to be executed by each Manager in the agreed