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Information Doc RFPWTE - Petroleum Corporation Of Jamaica

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3. will not conflict with, constitute a default or result in the<br />

creation of any lien, charge, encumbrance or security<br />

interest upon any assets of the SUPPLIER under any<br />

agreement or instrument to which the SUPPLIER is a party<br />

or by which the SUPPLIER or its assets may be bound or<br />

affected;<br />

(d) it has no litigation or proceeding pending or, to the knowledge of<br />

the SUPPLIER, threatened against or affecting the SUPPLIER<br />

which<br />

1. challenges the validity of this Agreement,<br />

2. would enjoin the performance by the SUPPLIER of its<br />

obligations or<br />

3. if adversely determined, would materially adversely affect<br />

the financial condition of the SUPPLIER and the ability of<br />

the SUPPLIER to perform its delivery and payment<br />

obligations under this Agreement.<br />

18. Binding Agreement.<br />

This Agreement, which has been duly authorized, executed and delivered by<br />

the respective Parties, constitutes a legal, valid and binding obligation<br />

enforceable in accordance with its terms, except, as enforcement may be<br />

limited by bankruptcy, insolvency, reorganization, moratorium or similar laws<br />

affecting the enforcement of creditors' rights generally, or by general equitable<br />

principles concerning remedies.<br />

19. Survival of Obligations.<br />

Notwithstanding the expiration or the termination of this Agreement pursuant<br />

to its terms, any duty or obligation of SUPPLIER which has not been fully<br />

observed, performed and/or discharged and any right, unconditional or<br />

conditional, which has been created for the benefit of USER and which has<br />

not been fully enjoyed, enforced and/or satisfied (including but not limited to<br />

the duties, obligations and rights, if any, with respect to secrecy, indemnity,<br />

warranty, and guaranty) shall survive such expiration or termination until such<br />

50

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