NON-LIMITING LANGUAGE (SUCH AS "WITHOUT LIMITATION,"
"BUT NOT LIMITED TO," OR WORDS OF SIMILAR IMPORT) IS USED WITH REFERENCE
THERETO, BUT RATHER SHALL BE DEEMED TO REFER TO ALL OTHER ITEMS OR MATTERS THAT
COULD REASONABLY FALL WITHIN THE BROADEST POSSIBLE SCOPE OF SUCH GENERAL
STATEMENT, TERM OR MATTER.
4.05
SUCCESSORS AND ASSIGNS.
THE AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
4.06
NO THIRD PARTY RIGHTS.
THE PROVISIONS OF THIS AGREEMENT ARE
INTENDED TO BIND THE PARTIES AS TO EACH OTHER AND ARE NOT INTENDED TO AND DO NOT
CREATE RIGHTS IN ANY OTHER PERSON OR CONFER UPON ANY OTHER PERSON ANY BENEFITS,
RIGHTS OR REMEDIES AND NO PERSON IS OR IS INTENDED TO BE A THIRD PARTY
BENEFICIARY OF ANY OF THE PROVISIONS OF THIS AGREEMENT.
4.07
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AGREEMENT BINDING ON
THE PARTIES HERETO.
4.08
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH JURISDICTION WITHOUT GIVING EFFECT
TO CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.
4.09
SEVERABILITY.
IF ANY OF THE PROVISIONS OF THIS AGREEMENT IS HELD
BY ANY COURT OF COMPETENT JURISDICTION TO CONTRAVENE, OR TO BE INVALID UNDER,
THE LAWS OF ANY GOVERNMENTAL BODY HAVING JURISDICTION OVER THE SUBJECT MATTER
HEREOF, SUCH CONTRAVENTION OR INVALIDITY SHALL NOT INVALIDATE THE ENTIRE
AGREEMENT.
INSTEAD, THIS AGREEMENT SHALL BE CONSTRUED AS IF IT DID NOT CONTAIN
THE PARTICULAR PROVISION OR PROVISIONS HELD TO BE INVALID, AND AN EQUITABLE
ADJUSTMENT SHALL BE MADE AND NECESSARY PROVISION ADDED SO AS TO GIVE EFFECT, AS
NEARLY AS POSSIBLE, TO THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS
AGREEMENT AT THE TIME OF EXECUTION OF THIS AGREEMENT.
4.10
DEED; BILL OF SALE; ASSIGNMENT.
TO THE EXTENT REQUIRED AND
PERMITTED BY APPLICABLE LAW, THIS AGREEMENT SHALL ALSO CONSTITUTE A "DEED,"
"BILL OF SALE" OR "ASSIGNMENT" OF THE ASSETS.
5
4.11
AMENDMENT OR MODIFICATION.
THIS AGREEMENT MAY BE AMENDED OR
MODIFIED FROM TIME TO TIME ONLY BY THE WRITTEN AGREEMENT OF ALL THE PARTIES
HERETO; PROVIDED, HOWEVER, THAT THE PRIOR APPROVAL OF THE CONFLICTS COMMITTEE OF
THE BOARD OF DIRECTORS OF BALTIC SHALL BE REQUIRED FOR ANY PROPOSED AMENDMENT
THAT WOULD, IN THE REASONABLE DETERMINATION OF BALTIC'S BOARD OF DIRECTORS,
ADVERSELY AFFECT THE HOLDERS OF COMMON STOCK (OTHER THAN GENCO).
4.12
NOTICES.
EACH NOTICE, CONSENT OR REQUEST REQUIRED TO BE GIVEN TO A
PARTY PURSUANT TO THIS AGREEMENT MUST BE GIVEN IN WRITING. A NOTICE MAY BE GIVEN
BY DELIVERY TO AN INDIVIDUAL OR BY FAX, AND SHALL BE VALIDLY GIVEN IF DELIVERED
ON A BUSINESS DAY TO AN INDIVIDUAL AT THE FOLLOWING ADDRESS, OR, IF TRANSMITTED
ON A BUSINESS DAY, BY FAX OR EMAIL ADDRESSED TO THE FOLLOWING PARTY:
(a)
if