Trunkline LNG Company, LLC
Second Revised Volume No. 1-A
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Effective Date: 08/01/2003, Docket: RP03-535-000, Status: Effective
Original Sheet No. 119 Original Sheet No. 119 : Effective
GENERAL TERMS AND CONDITIONS
(Continued)
16. RESPONSIBILITY, WARRANTY AND ASSIGNMENTS
16.1 TLNG shall be deemed to be in control of and have
responsibility for the LNG to be stored by TLNG after the
receipt thereof by TLNG from Shipper, and prior to the
delivery of such LNG or Regasified LNG to Shipper. TLNG
shall be deemed to have no responsibility with respect to
such LNG prior to TLNG's receipt thereof, or after TLNG's
delivery of LNG or Regasified LNG thereof, to or for
Shipper's account.
16.2 Each of TLNG and Shipper warrants that it shall, at the
time of delivery of LNG or Regasified LNG to the other,
have good title to or good right to deliver all such LNG
or Regasified LNG, and that it shall deliver, or cause to
be delivered, such LNG or Regasified LNG free from all
liens, encumbrances and claims whatsoever. Except as
provided in Section 16.6 and 16.7 herein, both TLNG and
Shipper shall, as to the LNG or Regasified LNG it delivers
or causes to be delivered to the other, indemnify and save
the other harmless from all suits, actions, debts,
accounts, damages, costs, losses and expenses arising from
or out of any adverse claims of any and all persons to
said LNG or Regasified LNG and to royalties, taxes, fees
or charges thereon.
16.3 As to all matters within its actual or imputed control,
Shipper represents and warrants that service hereunder and
all arrangements incident thereto conform to applicable
regulations, and agrees to indemnify and hold TLNG
harmless against any and all actions, suits or
proceedings, concerning such service or arrangements,
which are brought before or instituted by any authority
having jurisdiction, except to the extent such action,
suit or proceeding is the result of TLNG's negligence, bad
faith or willful misconduct.
16.4 The Service Agreement shall be binding upon and inure to
the benefit of any successor to either TLNG or Shipper by
merger, consolidation or acquisition. Both TLNG and
Shipper may assign or pledge the Service Agreement and all
rights and obligations thereunder under the provisions of
any mortgage, deed of trust, indenture or other instrument
which it has executed or may execute hereafter as security
for indebtedness or as an assignment of receivables;
otherwise, neither TLNG nor Shipper shall assign the
Service Agreement or any of its rights hereunder unless it
shall first have obtained the written consent of the
other. Such consent shall not be unreasonably withheld.