do not intend to create an agency,
partnership, joint venture, or distributorship relationship.
ARTICLE 36 EXECUTION REQUIRED
36.1
This Sales Agreement shall become effective only
upon execution by both Parties hereto.
[***]
Confidential portions of this document have been
redacted and filed separately with the Commission.
21
ARTICLE 37 WAIVER OF RIGHT TO TRIAL BY JURY
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SALES AGREEMENT OR ANY
OTHER DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SALES AGREEMENT AND THE
OTHER DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS ARTICLE.
[Signature page follows.]
[***]
Confidential portions of this document have been
redacted and filed separately with the Commission.
22
IN WITNESS WHEREOF, the Parties hereto have executed this LNG Sales Agreement as
of the day and year first above written.
BUYER:
CLEAN ENERGY
By:
/s/ Mitchell W. Pratt
Name:
Mitchell W. Pratt
Title:
Senior Vice President
Date:
October 17, 2007
SELLER:
SPECTRUM ENERGY SERVICES, LLC
By:
/s/ Raymond R. Latchem
Name:
Raymond R. Latchem
Title:
President - Managing Member
Date:
October 17, 2007
Federal I.D. #: 92-0171071
[***]
Confidential portions of this document have been
redacted and filed separately with the Commission.
23
EXHIBIT A
WAIVER OF SOVEREIGN IMMUNITY DEFENSE; CONSENT TO JURISDICTION
To be completed later with the approval of Buyer.
[***]
Confidential portions of this document have been redacted and filed
separately with the Commission.
24