OR TAKE SUCH OTHER ACTION AS IT MAY DEEM NECESSARY, IN ORDER TO ENSURE THAT THE
APPLICABLE PARTY TO WHOM SUCH RESTRICTION ASSET WAS INTENDED TO BE CONVEYED HAS
17
THE ASSETS AND CONCOMITANT RIGHTS NECESSARY TO ENABLE THE APPLICABLE PARTY TO
OPERATE SUCH RESTRICTION ASSET IN ALL MATERIAL RESPECTS AS IT WAS OPERATED PRIOR
TO THE EFFECTIVE TIME.
8.3
COSTS.
THE MLP SHALL PAY ALL SALES, USE AND
SIMILAR TAXES ARISING OUT OF THE CONTRIBUTIONS, CONVEYANCES AND DELIVERIES TO BE
MADE HEREUNDER, AND SHALL PAY ALL DOCUMENTARY, FILING, RECORDING, TRANSFER,
DEED, AND CONVEYANCE TAXES AND FEES REQUIRED IN CONNECTION THEREWITH.
8.4
HEADINGS; REFERENCES; INTERPRETATION.
ALL
ARTICLE AND SECTION HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND
SHALL NOT BE DEEMED TO CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF ANY OF
THE PROVISIONS HEREOF.
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS
OF SIMILAR IMPORT, WHEN USED IN THIS AGREEMENT, SHALL REFER TO THIS AGREEMENT AS
A WHOLE, INCLUDING WITHOUT LIMITATION, ALL SCHEDULES ATTACHED HERETO, AND NOT TO
ANY PARTICULAR PROVISION OF THIS AGREEMENT.
ALL REFERENCES HEREIN TO ARTICLES,
SECTIONS, AND SCHEDULES SHALL, UNLESS THE CONTEXT REQUIRES A DIFFERENT
CONSTRUCTION, BE DEEMED TO BE REFERENCES TO THE ARTICLES, SECTIONS AND SCHEDULES
OF THIS AGREEMENT, RESPECTIVELY, AND ALL SUCH SCHEDULES ATTACHED HERETO ARE
HEREBY INCORPORATED HEREIN AND MADE A PART HEREOF FOR ALL PURPOSES.
ALL
PERSONAL PRONOUNS USED IN THIS AGREEMENT, WHETHER USED IN THE MASCULINE,
FEMININE OR NEUTER GENDER, SHALL INCLUDE ALL OTHER GENDERS, AND THE SINGULAR
SHALL INCLUDE THE PLURAL AND VICE VERSA.
THE USE HEREIN OF THE WORD "INCLUDING"
FOLLOWING ANY GENERAL STATEMENT, TERM OR MATTER SHALL NOT BE CONSTRUED TO LIMIT
SUCH STATEMENT, TERM OR MATTER TO THE SPECIFIC ITEMS OR MATTERS SET FORTH
IMMEDIATELY FOLLOWING SUCH WORD OR TO SIMILAR ITEMS OR MATTERS, WHETHER OR NOT
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.
8.5
SUCCESSORS AND ASSIGNS.
THE AGREEMENT SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES SIGNATORY HERETO AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
8.6
NO THIRD PARTY RIGHTS.
THE PROVISIONS OF
THIS AGREEMENT ARE INTENDED TO BIND THE PARTIES SIGNATORY HERETO 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.
8.7
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TOGETHER SHALL CONSTITUTE
ONE AGREEMENT BINDING ON THE PARTIES HERETO.
8.8
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