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Original Sheet No. 234 Original Sheet No. 234 : Superseded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