PERFORMED WHOLLY WITHIN SUCH STATE
WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, EXCEPT TO THE
EXTENT THAT IT IS MANDATORY THAT THE LAW OF SOME OTHER JURISDICTION, WHEREIN THE
ASSETS ARE LOCATED, SHALL APPLY.
8.9
SEVERABILITY.
IF ANY OF THE PROVISIONS OF
THIS AGREEMENT ARE HELD BY ANY COURT OF COMPETENT JURISDICTION TO CONTRAVENE, OR
TO BE INVALID UNDER, THE LAWS OF ANY POLITICAL BODY HAVING JURISDICTION OVER THE
SUBJECT MATTER HEREOF, SUCH CONTRAVENTION OR INVALIDITY SHALL NOT INVALIDATE THE
ENTIRE AGREEMENT.
INSTEAD, THIS AGREEMENT SHALL BE CONSTRUED AS IF IT DID NOT
CONTAIN THE PARTICULAR PROVISION OR PROVISIONS HELD TO BE INVALID, AND AN
EQUITABLE ADJUSTMENT
18
SHALL BE MADE AND NECESSARY PROVISION ADDED SO AS TO GIVE EFFECT TO THE
INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AT THE TIME OF EXECUTION
OF THIS AGREEMENT.
8.10
DEED; BILL OF SALE; ASSIGNMENT. TO THE EXTENT
REQUIRED AND PERMITTED BY APPLICABLE LAW, THIS AGREEMENT SHALL ALSO CONSTITUTE A
"DEED," "BILL OF SALE" OR "ASSIGNMENT" OF THE ASSETS.
8.11
AMENDMENT OR MODIFICATION.
THIS AGREEMENT MAY BE
AMENDED OR MODIFIED FROM TIME TO TIME ONLY BY THE WRITTEN AGREEMENT OF ALL THE
PARTIES HERETO AND AFFECTED THEREBY.
8.12
INTEGRATION.
THIS AGREEMENT AND THE INSTRUMENTS
REFERENCED HEREIN SUPERSEDE ALL PREVIOUS UNDERSTANDINGS OR AGREEMENTS AMONG THE
PARTIES, WHETHER ORAL OR WRITTEN, WITH RESPECT TO ITS SUBJECT MATTER.
THIS
AGREEMENT AND SUCH INSTRUMENTS CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF.
NO UNDERSTANDING,
REPRESENTATION, PROMISE OR AGREEMENT, WHETHER ORAL OR WRITTEN, IS INTENDED TO BE
OR SHALL BE INCLUDED IN OR FORM PART OF THIS AGREEMENT UNLESS IT IS CONTAINED IN
A WRITTEN AMENDMENT HERETO EXECUTED BY THE PARTIES HERETO AFTER THE DATE OF THIS
AGREEMENT.
19
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
as of the date first above written.
UNITED STATES SHIPPING MASTER LLC, a Delaware
limited liability company
By:
/s/
Paul B. Gridley
Name:
Paul B. Gridley
Title:
Chairman and Chief Executive Officer
"USSM"
US SHIPPING GENERAL PARTNER LLC, a Delaware
limited liability company
By:
/s/
Paul B. Gridley
Name:
Paul B. Gridley
Title:
Chairman and Chief Executive Officer
"GP LLC"
U.S. SHIPPING PARTNERS L.P., a Delaware limited
partnership
By:
US Shipping General Partner LLC, its general partner
By:
/s/
Paul B. Gridley
Name:
Paul B. Gridley
Title:
Chairman and Chief Executive Officer
"MLP"
U.S. SHIPPING OPERATING LLC, a Delaware limited
liability company
By:
/s/
Paul B. Gridley
Name:
Paul B. Gridley
Title:
Chairman and Chief Executive Officer
"OLLC"
UNITED STATES SHIPPING LLC, a Delaware limited
liability company
By:
/s/
Paul B. Gridley
Name:
Paul B. Gridley
Title:
Chairman and Chief Executive Officer
"USS LLC"
UNITED STATES CHEMICAL SHIPPING LLC, a
Delaware limited liability company
By:
/s/
Paul B. Gridley
Name:
Paul B. Gridley
Title:
Chairman and Chief Executive Officer
"USCS LLC"
USCS CHEMICAL CHARTERING LLC, a Delaware
limited liability company
By:
/s/
Paul B. Gridley
Name:
Paul B. Gridley
Title: