Portland Natural Gas Transmission System

Second Revised Volume No. 1

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Effective Date: 09/01/2006, Docket: RP06-449-000, Status: Effective

Original Sheet No. 549 Original Sheet No. 549 : Effective

 

ARTICLE VIII - TRANSFER AND ASSIGNMENT OF CONTRACT

 

Any entity which shall succeed by purchase, merger or consolidation to

the properties, substantially as an entirety, of either Transporter or

Shipper, as the case may be, shall be entitled to the rights and shall be

subject to the obligations of its predecessor in title under this Contract.

Any party may, without relieving itself of its obligations under this

Contract, assign any of its rights hereunder to an entity with which it is

affiliated, but otherwise no assignment of this Contract or of any of the

rights or obligations hereunder shall be made unless there first shall have

been obtained the written consent thereto of Shipper in the event of an

assignment by Transporter, or Transporter in the event of an assignment by

Shipper, which consents shall not be unreasonably withheld. It is agreed,

however, that the restrictions on assignment contained in this Article VIII

shall not in any way prevent either party to this Contract from pledging or

mortgaging its rights hereunder as security for its indebtedness.

 

ARTICLE IX - NONRECOURSE OBLIGATION OF PARTNERSHIP AND OPERATOR

 

Shipper acknowledges and agrees that: (a) Transporter is a Maine general

partnership; (b) Shipper shall have no recourse against any partner in

Transporter with respect to Transporter's obligations under this Contract and

that its sole recourse shall be against the partnership assets, irrespective

of any failure to comply with applicable law or any provision of this

Contract; (c) no claim shall be made against any partner under or in

connection with this Contract; (d) Shipper shall have no right of subrogation

to any claim of Transporter for any capital contributions from any partner to

Transporter; (e) no claims shall be made against the Operator of Transporter's

facilities, its officers, employees, and agents, under or in connection with

this Contract and the performance of Operator's duties as Operator (provided

that this shall not bar claims resulting from the gross negligence or willful

misconduct of Operator, its officers, employees or agents) and Shipper shall

provide Operator with a waiver of subrogation of Shipper's insurance company

for all such claims; and (f) this representation is made expressly for the

benefit of the partners in Transporter and Operator.

 

ARTICLE X - LAW OF CONTRACT

 

Notwithstanding conflict-of-laws rules, the interpretation and

performance of this Contract shall be in accordance with and controlled by the

laws of the State of Maine.