term of at least fifteen (15) years from an Other Customer whose LNG
is reasonably expected to cause a Sabine Nonconformance, Customer shall have
thirty (30) days within which to elect either (a) to reduce the LNG
specification under the TUA to the greater of 1065 BTU per Standard Cubic Foot
or the level that would be necessary, in the absence of any other LNG, to
prevent a Downstream Pipelines Nonconformance or (b) terminate Customer's right
to reimbursement under Clause 6.7 above.
ARTICLE 7
APPLICABLE LAW
The substantive laws of the State of New York, United States of America,
exclusive of any conflicts of laws principles that could require the application
of any other law, shall govern this Agreement for all purposes.
ARTICLE 8
DISPUTE RESOLUTION
ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE EXCLUSIVELY AND DEFINITIVELY
RESOLVED THROUGH FINAL AND BINDING ARBITRATION PURSUANT TO THE PROVISIONS OF
SECTION 20.1 OF THE TUA.
FOR THE PURPOSES OF THIS AGREEMENT, "DISPUTE" MEANS
ANY DISPUTE, CONTROVERSY, OR CLAIM (OF ANY AND EVERY KIND OR TYPE, WHETHER BASED
ON CONTRACT, TORT, STATUTE, REGULATION, OR OTHERWISE) ARISING OUT OF, RELATING
TO, OR CONNECTED WITH THIS AGREEMENT, INCLUDING ANY DISPUTE AS TO THE
CONSTRUCTION, VALIDITY, INTERPRETATION, TERMINATION, ENFORCEABILITY, OR BREACH
OF THIS AGREEMENT, AS WELL AS ANY DISPUTE OVER ARBITRABILITY OR JURISDICTION.
ARTICLE 9
CONFIDENTIALITY
Each Party acknowledges and agrees that it shall be bound by the rights, duties
and obligations set forth in Article 21 of the TUA with respect to the
disclosure of information or documents that come
7
into such Party's possession and the issuance of public announcements in
connection with this Agreement.
Each Party reserves its rights under Section
21.2 of the TUA to issue and make public announcements, press releases and
statements regarding this Agreement.
ARTICLE 10
NOTICES
All notices authorized or required between the Parties shall be provided in the
manner set forth in Article 23 of the TUA.
ARTICLE 11
REPRESENTATIONS AND WARRANTIES
11.1
SABINE HEREBY REPRESENTS AND WARRANTS TO CUSTOMER
AS FOLLOWS:
(A)
SABINE IS AND SHALL REMAIN DULY FORMED AND
IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND DULY QUALIFIED TO
DO BUSINESS IN THE STATE OF LOUISIANA.
SABINE IS DULY QUALIFIED TO DO BUSINESS
AND IS IN GOOD STANDING AS A FOREIGN LIMITED PARTNERSHIP IN ALL JURISDICTIONS IN
WHICH THE NATURE OF ITS ACTIVITIES AND OF ITS PROPERTIES (BOTH OWNED AND LEASED)
MAKES SUCH QUALIFICATION NECESSARY, EXCEPT FOR THOSE JURISDICTIONS IN WHICH
FAILURE TO DO SO WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON SABINE OR ITS
BUSINESS.
(B)
SABINE HAS THE REQUISITE POWER, AUTHORITY
AND LEGAL RIGHT TO EXECUTE AND DELIVER, AND TO PERFORM ITS OBLIGATIONS, UNDER
THIS AGREEMENT.
ALL PARTNERSHIP ACTION ON THE PART OF SABINE AND ITS OFFICERS,
DIRECTORS AND PARTNERS NECESSARY FOR THE AUTHORIZATION OF THIS AGREEMENT AND THE
PERFORMANCE OF ALL OBLIGATIONS OF SABINE HEREUNDER AND THEREUNDER HAS BEEN
TAKEN.
(C)
NEITHER THE EXECUTION, DELIVERY NOR
PERFORMANCE OF THIS AGREEMENT, VIOLATES OR WILL VIOLATE, RESULTS