WITH THE
RESOLUTION OF A DISPUTE PURSUANT TO SECTION 20.2 OR TO AN ARBITRATION TRIBUNAL
IN CONNECTION WITH THE RESOLUTION OF A DISPUTE UNDER SECTION 20.1;
(J)
TO THE EXTENT ANY SUCH INFORMATION OR
DOCUMENT HAS ENTERED THE PUBLIC DOMAIN OTHER THAN THROUGH THE FAULT OR
NEGLIGENCE OF THE PARTY MAKING THE DISCLOSURE; AND
(K)
TO OTHER CUSTOMERS BY SABINE ONLY IN ORDER
TO ALLOW SABINE TO PERFORM ITS OBLIGATIONS UNDER SECTION 3.5 HEREIN.
Notwithstanding the foregoing, Customer acknowledges and agrees that certain
providers of finance to SABINE as well as SABINE's shareholders and partners may
disclose this Agreement and information or documents disclosed pursuant to this
Section 21.1 if required by any court of law or any law, rule, or regulation, or
if requested by a Governmental Authority having or asserting jurisdiction over
such Persons and having or asserting authority to require such disclosure in
accordance with that authority, or pursuant to the rules of any recognized stock
exchange or agency established in connection therewith.
21.2
PUBLIC ANNOUNCEMENTS
(A)
GENERAL.
NEITHER PARTY MAY ISSUE OR MAKE
ANY PUBLIC ANNOUNCEMENT, PRESS RELEASE OR STATEMENT REGARDING THIS AGREEMENT
UNLESS, PRIOR TO THE RELEASE OF THE PUBLIC ANNOUNCEMENT, PRESS RELEASE OR
STATEMENT, SUCH PARTY FURNISHES THE OTHER PARTY WITH A COPY OF SUCH
ANNOUNCEMENT, PRESS RELEASE OR STATEMENT, AND OBTAINS THE APPROVAL OF THE OTHER
PARTY; PROVIDED THAT, NOTWITHSTANDING ANY FAILURE TO OBTAIN SUCH APPROVAL, NO
PARTY SHALL BE PROHIBITED FROM ISSUING OR MAKING ANY SUCH PUBLIC ANNOUNCEMENT,
PRESS RELEASE OR STATEMENT IF IN THE SOLE DISCRETION OF THE DISCLOSING PARTY IT
IS DEEMED APPROPRIATE TO DO SO IN ORDER TO COMPLY WITH THE APPLICABLE LAWS,
RULES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY, LEGAL PROCEEDINGS OR STOCK
EXCHANGE HAVING JURISDICTION OVER SUCH PARTY.
(B)
SABINE PROMOTIONAL MATERIALS.
NOTWITHSTANDING ANY PROVISION IN SECTION 21.2(A) TO THE CONTRARY, SABINE MAY,
WITH THE CONSENT OF CUSTOMER NOT TO BE UNREASONABLY WITHHELD, USE THE FOLLOWING
IN EXTERNAL ANNOUNCEMENTS AND PUBLICATIONS: (I) INFORMATION CONCERNING THE
SIGNING OF THIS AGREEMENT; (II) THE GENERAL NATURE OF THE SERVICES; AND (III)
THE GENERAL NATURE OF CUSTOMER'S INVOLVEMENT IN THE SABINE PASS FACILITY
PROJECT.
61
ARTICLE 22
REPRESENTATIONS AND WARRANTIES
22.1
REPRESENTATIONS AND WARRANTIES OF CUSTOMER
As of the date hereof and until the expiration of this Agreement, Customer
represents, undertakes and warrants that:
(A)
CUSTOMER 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;
(B)
UPON RECEIPT OF BOARD APPROVAL, CUSTOMER HAS
THE REQUISITE POWER, AUTHORITY AND LEGAL RIGHT TO EXECUTE AND DELIVER, AND TO
PERFORM ITS OBLIGATIONS UNDER, THIS AGREEMENT;
(C)
CUSTOMER HAS NOT INCURRED ANY LIABILITY TO
ANY FINANCIAL ADVISOR, BROKER OR FINDER FOR ANY FINANCIAL ADVISORY, BROKERAGE,
FINDER'S OR SIMILAR FEE OR COMMISSION IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT FOR WHICH CUSTOMER OR ANY OF ITS AFFILIATES COULD
BE LIABLE; AND
(D)
NEITHER THE EXECUTION, DELIVERY NOR
PERFORMANCE OF THIS AGREEMENT, VIOLATES OR