Midwestern Gas Transmission Company

SECOND REVISED VOLUME NO. 1

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Effective Date: 06/01/1997, Docket: RP97- 59-003, Status: Effective

Original Sheet No. 234 Original Sheet No. 234 : Superseded

 

 

 

ELECTRONIC DATA INTERCHANGE

TRADING PARTNER AGREEMENT (Continued)

 

6.4. Assignment. No party shall assign its rights and obligations in and under

this Agreement without first obtaining prior written consent of the other party. The

consent of the other party may be withheld in the sole discretion of the non-assigning

party. However, any assignment or transfer, whether by merger or otherwise, to a

party's Affiliate or successor in interest shall be permitted without prior consent if

the party's Affiliate or successor assumes this Agreement.

 

6.5. Limitation on Liability. In no event shall either party be liable to the

other party for consequential, incidental or punitive loss, damages or expenses

(including lost profits or savings) even if advised of their possible existence.

 

6.6. Force Majeure. Neither party shall be liable for any delays or failures in

performance due to circumstances beyond its control.

 

6.7. Survival of Covenants. The covenants, representations and agreements of

Sections 2.2.3, 4, 5, 6.2, 6.5, 6.7, 6.9, 6.10, 6.15, 6.16, and 6.19 of this Agreement

are of a continuing nature and shall survive the expiration, termination or cancellation

of this Agreement, regardless of reason.

 

6.8. Waiver. The failure of a party to insist upon strict performance of any

provision of this Agreement shall not constitute a waiver of, or estoppel against

asserting, the right to require performance in the future. A waiver or estoppel in any

one instance shall not constitute a waiver or estoppel with respect to a later breach.

 

6.9. Severability. If any of the terms and conditions 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 this subject matter, that

contravention or invalidity shall not invalidate the entire Agreement. Instead, this

Agreement shall be construed as reformed to the extent necessary to render valid the

particular provision or provisions held to be invalid, consistent with the original

intent of that provision and the rights and obligations of the parties shall be

construed and enforced accordingly, and this Agreement shall remain in full force and

effect as reformed.

 

6.10. Applicable Law. As Trading Partners are accessing TGPC's and/or TGPC's

Affiliates' information on servers in Houston, Texas, and TGPC's and TGPC's Affiliates'

information shall be deemed provided in Texas, this Agreement shall be deemed governed

by and construed in accordance with the internal law, and not the law of conflicts, of

the State of Texas.

 

6.11. Construction. The headings in this Agreement are inserted for convenience

and identification only and are not intended to describe, interpret, define, or limit

the scope, extent, or intent of this Agreement or any other provision hereof. Whenever

the context requires, the gender of all words used in this Agreement shall include the

masculine, feminine, and neuter, and the number of all words shall include the singular

and the plural.

 

6.12. Counterpart Execution. This Agreement may be executed in any number of

counterparts with the same effect as if all the parties had signed the same document.

All counterparts shall be construed together and shall constitute one and the same

instrument when executed by the contractual binding point of contact for each party.

 

6.13. Successors and Assigns. Except as otherwise provided, this Agreement shall

apply to, and shall be binding upon, the parties hereto, their respective successors and

permitted assigns, and all persons claiming by, through, or under any of these persons.

 

6.14. Reliance. All factual recitals, covenants, agreements, representations and

warranties made herein shall be deemed to have been relied on by the parties in entering

into this Agreement.