Elba Express Company, L.L.C.

Original Volume No. 1

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Effective Date: 03/01/2010, Docket: RP10-342-000, Status: Effective

Original Sheet No. 125 Original Sheet No. 125

 

4. NATURE OF GUARANTY. This Guaranty shall remain in full force and effect without regard to and shall

not be impaired by: (i) any change in ownership of Subsidiary; (ii) any merger or consolidation of Subsidiary

or Guarantor or any sale or transfer of all or substantially all of the assets of Subsidiary or Guarantor;

(iii) any bankruptcy, insolvency, reorganization, arrangement, readjustment, liquidation of or similar

occurrence with respect to Subsidiary or any rejection or disallowance of any of the Obligations in connection

with the commencement by or against Subsidiary of any case or proceeding relating to bankruptcy, insolvency,

reorganization, winding up, liquidation, dissolution, or composition on adjustment of debt; or (iv) any

modification, supplement or amendment to the Obligations or any waiver of any right with respect thereto.

 

5. REPRESENTATIONS. Guarantor is a duly organized ________, validly existing and in good standing under

the laws of the State of [_________]. The execution, delivery and performance of this Guaranty have been duly

authorized by all necessary limited partnership action on the part of Guarantor. This Guaranty constitutes

the legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its

terms (except that enforcement may be limited by bankruptcy, insolvency, reorganization, or similar laws

affecting the enforcement of creditors' rights generally and general principles of equity, whether considered

in a proceeding in equity or at law).

 

6. NOTICE. Any payment demand, notice, request, instruction, correspondence or other document to be

given hereunder (herein collectively called "Notice") shall be in writing and delivered personally or mailed

by certified mail, postage prepaid and return receipt requested, or by facsimile, to Guarantor at its address

set forth below or to Counterparty at the most recently available address of Counterparty in the books and

records of Guarantor. Notice given by personal delivery or mail shall be effective upon actual receipt.

Notice given by facsimile shall be effective upon actual receipt if received during the recipient's normal

business hours, or at the beginning of the recipient's next business day after receipt if not received during

the recipient's normal business hours. Any party may change any address to which Notice is to be given to

such party by giving Notice thereof as provided above.

 

7. MISCELLANEOUS.

 

a. Capitalized terms used but not defined herein shall have the meaning set forth in the

Agreement. This Guaranty embodies the entire agreement of the Parties, and supersedes all

prior agreements and understandings of the Parties, with respect to the subject matter

hereof. Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses

to which Subsidiary or any other affiliate of Guarantor is or may be entitled in connection

with the Obligations or otherwise, except for defenses arising out of the bankruptcy,

insolvency, dissolution or liquidation of Subsidiary.

 

b. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.

THE PARTIES EXPRESSLY AGREE THAT THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD FOR ANY

RULES FOR CONFLICTS OF LAW, SHALL GOVERN THE VALIDITY, EFFECT, CONSTRUCTION, AND

INTERPRETATION OF THIS AGREEMENT. IN THE EVENT OF ANY DISPUTE RELATING TO THIS AGREEMENT OR

ANY RELATED AGREEMENT OR ANY OF THE TRANSACTIONS