Midwestern Gas Transmission Company


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Effective Date: 09/01/1993, Docket: RS92- 41-003, Status: Effective

Original Sheet No. 169 Original Sheet No. 169 : Effective









This Agreement shall become effective on the date first written above and

shall remain in force and effect until terminated by either Party upon thirty days

prior written notice to the other Party; provided however, no such termination may take

effect during the term of any release of transportation rights to Replacement Shipper







This Agreement shall be binding upon and inure to the benefit of the parties

hereto and their respective successors and assigns. No assignment or transfer by

either Party of any of its rights hereunder, except for transfers pursuant to the

release program set forth in Transporter's Tariff, shall be made without the prior

written consent of the other Party. Such consent shall not be unreasonably withheld.

No such consent of Transporter or Replacement Shipper shall be required when an

assignment by Replacement Shipper or Transporter is the result of, and part of, a

corporate acquisition, merger or reorganization. Nothing contained herein shall

prevent either Party from pledging, mortgaging or assigning its rights hereunder as

security for its indebtedness and either Party may assign to the pledgee or mortgagee

(or to a trustee for the holder of such indebtedness) any money due or to become due

under this Agreement. As between the parties hereto, such assignment shall become

effective on the first day of the month following written notice that such assignment

has been effectuated. Upon request of either Party, the other Party shall acknowledge

in writing any permitted assignment described herein and the right of any permitted

assignee (and any assignee upon enforcement of any assignment made as security for

indebtedness) to enforce this Agreement against such other Party, and shall also

deliver such certificates, copies of corporate documents and opinions of counsel as may

be reasonably requested by such permitted assignee relating to such Party, this

Agreement and any other matters relevant thereto. No permitted assignment shall

relieve the assigning Party from any of its obligations under this Agreement.

Replacement Shipper hereby confirms that the rights of Transporter under this Agreement

that may be assigned include any right given or reserved to Transporter in the

Agreement to consent to any assignment or transfer by Replacement Shipper of its rights

and obligations thereunder.