Caledonia Gas And Storage

Original Volume No. 1

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Effective Date: 05/01/2007, Docket: CP05- 15-003, Status: Effective

Original Sheet No. 84 Original Sheet No. 84 : Effective

 

(v) the existence of any claim, set-off or other rights which Guarantor may

have any time against Customer, Company or any other corporation or person,

whether in connection herewith or in connection with any unrelated transaction;

provided that nothing herein shall prevent the assertion of any such claim by

separate suit or compulsory counterclaim;

 

(vi) the invalidity or unenforceability in whole or in part of the Contract(s)

or any Guaranteed Obligations or any instrument evidencing any Guaranteed

Obligations, or any provision of applicable law or regulation purporting to

prohibit payment by Customer of amounts to be paid by it under the Contract(s)

or any of the Guaranteed Obligations;

 

(vii) any other act or omission to act or delay of any kind of Customer or

Company which might, but for the provisions of this paragraph, constitute a

legal or equitable discharge of Guarantor’s obligations

hereunder.

 

3. Term: Reinstatement in Certain Circumstances. The term of this Guaranty

shall be the same as the term of the Contract(s); provided, however, that

termination of the Contract(s) shall not release Guarantor from liability for

any Guaranteed Obligations arising prior to the effective date of such

termination or during any grace period post-termination. If at any time any

payment of any of the Guaranteed Obligations is rescinded or must be otherwise

restored or returned upon the insolvency, bankruptcy or reorganization of

Customer or otherwise, Guarantor’s obligations hereunder with respect to such

payment shall be reinstated at such time as though such payment had not been

made.

 

4. Waiver by Guarantor. Guarantor irrevocably waives acceptance hereof,

diligence, presentment, demand, protest, notice of dishonor, notice of any sale

of collateral and any notice not provided for herein, any right of subrogation

to Customer’s rights against Company under the Contract(s) or otherwise, and

any requirement that at any time any person exhaust any right to take any

action against Customer or its assets or any other guarantor or

person.

 

5. Subrogation. Upon making any payment hereunder, Guarantor shall be

subrogated to the rights of Company against Customer with respect to such

payment; provided, that Guarantor shall not enforce any right or receive any

payment by way of subrogation until all of the Guaranteed Obligations then due

shall have been paid in full and Company agrees to take, at Guarantor’s sole

expense, such steps as Guarantor may reasonably request to implement such

subrogation.

 

6. Stay of Acceleration Ineffective with Respect to Guarantor. In the event

that acceleration of the time for payment of any amount payable by Customer

under the Contract(s) is stayed upon the insolvency, bankruptcy or

reorganization of Customer, all such amounts otherwise subject to acceleration

or required to be paid upon an early termination pursuant to the terms of the

Contract(s) shall nonetheless be payable by the Guarantor hereunder forthwith

on demand by Company.