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<br /> as all requisite ower and authors corporate or otherwise,to
<br /> (i)the Seller or its affiliate may owe the Buyer(whether or not then and h q p authority, P
<br /> due) or (ii) any adequate assurance of performance (howsoever enter into this Agreement and perform its obligations hereunder,
<br /> termed)provided by Buyer for the benefit of the Seller or its affiliate (iii) the execution, delivery, and performance of this Agreement
<br /> ("Other Agreement Amount(s)"). The Other Agreement Amount(s) have been duly authorized in accordance with all of its
<br /> will be discharged promptly and in all respects to the extent it is so organizational instruments,it has full power to execute,deliver,and
<br /> set-off. This Article 5 shall be without prejudice and in addition to perform its obligations under this Agreement, and this Agreement
<br /> any right of setoff, combination of accounts, lien or other right to has been duly executed and delivered,and(iv)it has reviewed and
<br /> which any Party is at any time otherwise entitled (whether by understands this Agreement. The Parties agree that Seller is not a
<br /> operation of law,contract,or otherwise). "utility" within the meaning of Section 366 of the U.S. Bankruptcy
<br /> 6. Taxes and Change in law or Tariff. Buyer shall pay all Code, and each Party waives and agrees not to assert the
<br /> taxes lawfully levied on Buyer applicable to such natural gas at and applicability of Section 366 of the U.S. Bankruptcy Code in any
<br /> after delivery to the Delivery Points and shall hold Seller harmless bankruptcy proceeding wherein such party is a debtor. Buyer
<br /> a ry rY ( )
<br /> therefrom. In the event that the sale of natural gas,or any of the further represents(a)unless expressly noted to the contrary, Buyer
<br /> transactions contemplated hereunder are subject to, or become is entering into this Agreement as principal and not as agent or In
<br /> subject to, any state or local gas revenue, utility, sales, use,gross any other capacity,fiduciary or otherwise; (b) it has made its own
<br /> receipts,commercial activity,excise,or ad valorem tax,that Seller is independent decisions to enter the transaction and its decisions are
<br /> obligated to remit to any competent taxing authority, Buyer shall based on its own judgment and upon advice from such advisors as it
<br /> reimburse Seller for any such taxes remitted by Seller in connection has deemed necessary; (c) Buyer is capable of assessing the merits
<br /> with this Agreement. Buyer shall provide Seller with evidence of any and understands and accepts the terms,conditions and risks of the
<br /> applicable exemption or exclusion from such taxes in the transaction;(d)Seller is not acting as a fiduciary for,or an advisor to,
<br /> appropriate state(s) as applicable. In the event that an Account is Buyer in respect to the Agreement or any transaction;(e)it has the
<br /> located in Illinois, the Parties expressly acknowledge that the ability to make and take delivery of the commodity and Is entering
<br /> Agreement is made in De Pere,Wisconsin. The sale of natural gas into transactions hereunder for purposes related to its business as
<br /> herein is subject to all applicable federal and state laws, orders, such, and (f) as defined in the U.S. Bankruptcy Code, Buyer is a
<br /> rules and regulations and to the Federal Energy Regulatory "forward contract merchant" and this Agreement is a "forward
<br /> Commission rules and regulations or successor agency having contract".The Parties agree that all payments made or to be made
<br /> jurisdiction. Either Party shall have the right to question or contest by one Party to the other Party under this Agreement with respect
<br /> any such law,ordinance,order,rule,or regulation. The Price and/or to the forward contracts constitute "settlement payments" and/or
<br /> terms of the Agreement may be adjusted by Seller to reflect charges "margin payments" within the meaning of the Bankruptcy Code,
<br /> associated with any change in the administration or interpretation assurances of performance transferred by one Party to the other
<br /> of,a supplement to,a modification of,or a replacement of any law, Party under this Agreement constitute "margin payments" within
<br /> statute, regulation, tariff, or any governmental permit or approval the meaning of the Bankruptcy Code,and the rights set forth under
<br /> that impacts the manner in which Seller fulfills or the costs Articles 4 through 5 of the Agreement, as applicable, constitute
<br /> associated with Seller fulfilling its obligations under this Agreement. contractual rights "to liquidate, terminate, or accelerate" the
<br /> 7. Assignment. This Agreement shall be binding upon and transactions within the meaning of Bankruptcy Code Section 556
<br /> inure to the benefit of the respective heirs, representatives, and "to terminate, liquidate, accelerate or offset" within the
<br /> successors,and assigns of the Parties hereto,provided however,this meaning of the Bankruptcy Code Section 561. Buyer represents and
<br /> Agreement shall not be assigned or transferred by Buyer without the warrants to Seller that(x)it is in compliance with all material terms
<br /> prior written consent of Seller,which consent shall not unreasonably of Its bank and debt covenants (as applicable), and (y) it is not in
<br /> be withheld. default under the terms of any material contracts to which it is a
<br /> 8. Force Majeure. In the event either Party is rendered party. By signing below,each individual additionally warrants that
<br /> unable, wholly or in part, by Force Majeure to carry out its he or she is authorized to sign this Agreement on behalf of the Party
<br /> obligations under this Agreement,other than to make payments due for which it was executed. If any provision in this Agreement is
<br /> hereunder,the obligations of each Party,so far as they are affected determined to be invalid,void or unenforceable by any court having
<br /> by such Force Majeure, shall be suspended during the period of jurisdiction, such determination shall not invalidate, void, or make
<br /> Force Majeure. unenforceable any other provision, agreement or covenant of this
<br /> 9. Limitations. SELLER EXPRESSLY DISCLAIMS ALL Agreement. This Agreement including any effective Riders,
<br /> WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT Amendments, and/or Transaction Confirmations together set forth
<br /> NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, all understandings between the Parties respecting the terms and
<br /> AND FITNESS FOR PARTICULAR PURPOSE, AND ANY WARRANTIES conditions of any transaction herein described. All prior
<br /> ARISING FROM COURSE OF DEALINGS OR USE OF TRADE. IN NO agreements, understandings and representations, whether
<br /> EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, consistent or inconsistent,verbal or written,between the Parties are
<br /> WHETHER INCONTRACT, IN TORT (INCLUDING NEGLIGENCE AND merged into and superseded by this written Agreement. This
<br /> STRICT LIABILITY), OR OTHERWISE, FOR INCIDENTAL, Agreement and any Riders, Amendments, and/or, Transaction
<br /> CONSEQUENTIAL,SPECIAL,OR PUNITIVE DAMAGES. Confirmations related hereto may be executed and delivered in
<br /> 10. Miscellaneous. Buyer acknowledges and agrees that counterparts (including by (1) facsimile transmission and (ii)
<br /> Seller will be the sole supplier(other than the Utility)of natural gas electronic reproduction and transmittal), each of which will be
<br /> to the Accounts. As of the date hereof, each Party represents and deemed an original and all of which constitute one and the same
<br /> warrants to the other as follows: (1)it is duly organized and validly instrument. The addresses for legal notices and invoices are set
<br /> existing under the laws of the State of its forth below,and may be amended from time to time,with written
<br /> incorporation/organization, (ii)is qualified to do business in Illinois, notice by a Party. All notices required pursuant to this Agreement
<br /> 11.10
<br /> Ver.4.0
<br />
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