not only on the Guarantor, but on the Guarantor's
successors and assigns. The Guarantor may not assign its rights, interest or
obligations hereunder to any other person without the prior written consent of
TXU Gas, which consent shall not be unreasonably withheld or delayed, of TXU
Gas, and any purported assignment absent such consent is void.
9. The Guarantor recognizes that TXU Gas is relying upon this Guaranty and
the undertakings of the Guarantor hereunder in agreeing to the terms of the
Merger and further recognizes that the execution and delivery of this Guaranty
is a material inducement to TXU Gas in entering into the Agreement. The
Guarantor hereby acknowledges that there are no conditions to the full
effectiveness of this Guaranty.
10. The Guarantor shall pay on demand all reasonable attorneys' fees and
all other reasonable costs and expenses incurred by TXU Gas or TXU Parent in
connection with the enforcement or collection of this Guaranty.
11. The Guarantor hereby waives promptness, diligence, notice of any
default under the Guaranteed Obligations, demand of payment, notice of
acceptance of this Guaranty, presentment, notice of protest, notice of dishonor,
notice of the incurring by LSG of additional obligations and all other notices
and demands with respect to the Guaranteed Obligations and this Guaranty.
12. The Guarantor agrees that TXU Gas may exercise, or fail or refuse to
exercise, any and all rights and remedies granted to any of them under the
Agreement without affecting the validity or enforceability of this Guaranty. The
Guarantor hereby waives the right to require TXU Gas to proceed against LSG on
the Guaranteed Obligations.
13. THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF THE GUARANTOR AND
TXU GAS WITH RESPECT TO THE GUARANTOR'S GUARANTY OF THE GUARANTEED OBLIGATIONS
AND SUPERCEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDING, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.
THIS GUARANTY IS INTENDED BY THE GUARANTOR AND TXU GAS AS A FINAL AND COMPLETE
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EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN OR
AMONG THE GUARANTOR AND TXU GAS, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES
AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO
CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO
ORAL AGREEMENTS BETWEEN OR AMONG (A) THE GUARANTOR AND (B) TXU GAS.
14. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA. VENUE FOR ANY ACTION ARISING FROM THIS AGREEMENT IS PROPER ONLY IF
FILED IN DALLAS COUNTY, TEXAS. EACH PARTY SUBMITS TO THE JURISDICTION OF COURTS
IN DALLAS COUNTY, TEXAS, WITHOUT WAIVING THE RIGHT TO REMOVE TO FEDERAL COURT IN
DALLAS COUNTY IF REMOVAL IS OTHERWISE PROPER.
IN WITNESS WHEREOF, the Guarantor has caused two duly authorized
representatives to execute and deliver this Guaranty.
GUARANTOR:
Atmos