INTERAGREEMENT Clause Samples

INTERAGREEMENT. Each Party reserves, in the event that a Termination Event occurs under either this Agreement or the Master Energy Agreement, to itself all rights, set-offs, counterclaims and other remedies and defenses consistent with Article 10.3 (to the extent not expressly herein waived or denied) which such Party has or may be entitled to arising from or out of this Agreement. All outstanding Transactions and the obligations to make payment in connection therewith or under this Agreement or the Master Energy Agreement may be offset against each other, set off or recouped therefrom. ------------------------------------------------------------------------------- ARTICLE 7 FORCE MAJEURE ------------------------------------------------------------------------------- This Article 7 is the sole and exclusive excuse of performance permitted under this Agreement and all other excuses at law or in equity are WAIVED to the extent permitted by law. Except with respect to payment obligations, in the event either Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations hereunder, it is agreed that upon such Party's giving notice and full particulars of such Force Majeure to the other Party as soon as reasonably possible (such notice to be confirmed in writing), the obligations of the Party giving such notice, to the extent they are affected by such event, will be suspended from the inception and during the continuance of the Force Majeure for a period not to exceed sixty (60) days in the aggregate during any twelve (12) Month period, but for no longer period. The Party receiving notice of Force Majeure may immediately take such action as it deems necessary at its expense for the entire sixty (60) day period or any part thereof. The Parties expressly agree that upon the expiration of the sixty (60) day period, the Force Majeure will no longer apply to the obligations hereunder and both EMW and EESI will be obligated to perform. The cause of the Force Majeure will be remedied with all reasonable diligence and dispatch; provided, unless otherwise agreed, no provision herein will require or permit EESI or EMW to Schedule quantities of Gas (i) in excess of the Requested Quantity or Offered Quantity or (ii) at points other than the Delivery Point(s).

INTERAGREEMENT. Each Party reserves, in the event that a Termination Event occurs under either this Agreement or the Master Gas Agreement, to itself all rights, set-offs, counterclaims and other remedies and defenses consistent with Article 10.3 (to the extent not expressly herein waived or denied) which such Party has or may be entitled to arising from or out of this Agreement. All outstanding Transactions and the obligations to make payment in connection therewith or under this Agreement or the Master Energy Agreement may be offset against each other, set off or recouped therefrom.

INTERAGREEMENT. In the event that a Termination Event occurs under either this Agreement or that certain Master Energy Purchase and Sale Agreement between the Parties under even date herewith (the "MASTER ENERGY AGREEMENT") and EMW and EESI are each required to pay an amount to the other Party in the same Month pursuant to this Agreement and/or the Master Energy Agreement, then such amounts with respect to each Party may be aggregated and the Parties may discharge their obligations to pay through netting, in which case the Party, if any, owing the greater aggregate amount may pay to the other Party the difference between the amounts owed. ------------------------------------------------------------------------------- ARTICLE 4 MANAGEMENT SERVICES -------------------------------------------------------------------------------