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. 167 Original Sheet No. 167

 

Company, in its reasonable judgment, to assure just and reasonable service and rates under

the Natural Gas Act. Nothing contained herein shall prejudice the rights of Shipper to

contest at any time the changes made pursuant to this Section 6.2, including the right to

contest the transportation rates or charges for the services provided under this

Agreement, from time to time, in any subsequent rate proceedings by Company under Section

4 of the Natural Gas Act or to file a complaint under Section 5 of the Natural Gas Act

with respect to such transportation rates or charges, unless a Negotiated Rate applies as

to SHIPPER, in which case SHIPPER waives its right to contest during the effective period

of such Negotiated Rate unless otherwise agreed.

 

Article 7

 

MISCELLANEOUS

 

7.1 This Agreement constitutes the entire Agreement between the Parties and no waiver

by Company or Shipper of any default of either Party under this Agreement shall operate as

a waiver of any subsequent default whether of a like or different character.

 

 

7.2 Dispute Resolution

 

(a) 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

EXCEPT WHERE PREEMPTED BY THE NATURAL GAS ACT IN IMPLEMENTING FERC

REGULATIONS AND POLICIES. IN THE EVENT OF ANY DISPUTE RELATING TO THIS

AGREEMENT OR ANY RELATED AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED

HEREBY OR THEREBY, SUCH DISPUTE SHALL, PRIOR TO INITIATING ANY FORMAL

LEGAL PROCEEDING, BE REFERRED FOR NO LESS THAN THIRTY (30) DAYS TO A

SENIOR MANAGEMENT REPRESENTATIVE OF EACH OF THE PARTIES FOR RESOLUTION.

EACH PARTY AGREES THAT NEW YORK, NEW YORK, SHALL BE THE EXCLUSIVE VENUE

FOR LITIGATION OF ANY DISPUTE OR CLAIM ARISING UNDER OR RELATING TO THIS

AGREEMENT OR ANY RELATED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY

OR THEREBY (EXCEPT FOR DISPUTES OR CLAIMS BROUGHT BEFORE THE FERC WHERE

PREEMPTED BY THE NATURAL GAS ACT IN IMPLEMENTING FERC REGULATIONS AND

POLICIES), AND THAT SUCH CITY IS A CONVENIENT FORUM IN WHICH TO DECIDE ANY

SUCH DISPUTE OR CLAIM. EACH PARTY CONSENTS TO THE PERSONAL JURISDICTION

OF THE FEDERAL AND STATE COURTS LOCATED IN NEW YORK, NEW YORK, FOR THE

LITIGATION OF ANY SUCH DISPUTE OR CLAIM EXCEPT WHERE PREEMPTED BY THE

NATURAL GAS ACT IN IMPLEMENTING FERC REGULATIONS AND POLICIES AND WAIVES

ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF

ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT. EACH PARTY HERETO HEREBY

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY

RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED

AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER

BASED ON CONTRACT, TORT OR ANY OTHER THEORY).