conversations.from: human
conversations.value: Provide a continuation for this: Execution Version
  TRANSPORTATION SERVICES AGREEMENT
  This Transportation Services Agreement (this "Agreement") is made and entered into this 14t h day of April, 2015 (the "Effective Date"), by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company ("Carrier"), and MRD Operating LLC, a Delaware limited liability company ("Shipper"). Shipper and Carrier may be referred to individually as a "Party," or collectively as the "Parties."
  WITNESSETH:
  WHEREAS, Shipper has title to or the right to transport and/or sell Shipper Product (as defined below); and
conversations.from: assistant
conversations.value: WHEREAS, Shipper desires for Carrier to (i) design, engineer and construct the System (as defined below) to enable Carrier to be able to provide transportation and related services for Shipper Product and (ii) transport Shipper Product on the System; and
  WHEREAS, Carrier desires to (i) design, engineer and construct the System and (ii) transport Shipper Product on the System.
  NOW THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, the Parties hereby covenant and agree as follows:
  ARTICLE I CERTAIN DEFINITIONS
  Unless otherwise required by the content, the terms defined in this ARTICLE I shall have, for all purposes of this Agreement, the respective meanings set forth in this ARTICLE I:
conversations.from: human
conversations.value: More spans: Execution Version TRANSPORTATION SERVICES AGREEMENT This Transportation Services Agreement (this "Agreement") [spans 1] LLC, a Delaware limited liability company ("Shipper"). Shipper and Carrier may be referred to individually as a "Party," or collectively as the "Parties. " [spans 2] design, engineer and construct the System and (ii) transport Shipper Product [spans 3].
conversations.from: assistant
conversations.value: spans 1: is made and entered into this 14t h day of April, 2015 (the "Effective Date"), by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company ("Carrier"), and MRD Operating 
  spans 2: WITNESSETH: WHEREAS, Shipper has title to or the right to transport and/or sell Shipper Product (as defined below); and WHEREAS, Shipper desires for Carrier to (i) design, engineer and construct the System (as defined below) to enable Carrier to be able to provide transportation and related services for Shipper Product and (ii) transport Shipper Product on the System; and WHEREAS, Carrier desires to (i) 
  spans 3: on the System
conversations.from: human
conversations.value: More words: NOW THEREFORE, in consideration of the mutual promises, covenants and agreements herein [words 1] covenant and agree as follows: ARTICLE I [words 2] DEFINITIONS Unless otherwise required by the content, the terms defined in this ARTICLE I shall have, for [words 3] the respective meanings set forth in this ARTICLE I: "Affiliate" [words 4] respect to any Person, any other Person that, directly or indirectly, through one or [words 5] is controlled by, or is under common control [words 6] Person. For this purpose, "control" of any Person shall mean the possession, directly or indirectly, of the power to direct [words 7] of the management and policies of [words 8] interest, by contract or otherwise. For the purposes of [words 9] (i) with respect to PennTex Midstream Partners, LLC [words 10] "Affiliate" shall exclude Memorial Resource Development Corp.
conversations.from: assistant
conversations.value: words 1: contained, the Parties hereby 
  words 2: CERTAIN 
  words 3: all purposes of this Agreement, 
  words 4: shall mean, when used with 
  words 5: more intermediaries, controls, 
  words 6: with such 
  words 7: or cause the direction 
  words 8: such Person, by ownership of voting 
  words 9: this Agreement, 
  words 10: and its subsidiaries, the term
conversations.from: human
conversations.value: More spans: and each of its subsidiaries and (ii) with [spans 1] Corp. and its subsidiaries, the term "Affiliate" shall exclude PennTex Midstream Partners, LLC and each of its subsidiaries. "AMI/MEA Agreement" shall mean that [spans 2] dated April 14, 2015 among PennTex North Louisiana, LLC, Shipper, PennTex NLA Holdings, LLC and MRD WHR LA Midstream LLC, as [spans 3].
conversations.from: assistant
conversations.value: spans 1: respect to Memorial Resource Development 
  spans 2: certain Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement 
  spans 3: such agreement may be amended, supplemented or otherwise modified from time to time
conversations.from: human
conversations.value: More spans: "Agreement" shall have the meaning given to such term in the ... Agreement. Source: RANGE RESOURCES - LOUISIANA, ...
conversations.from: assistant
conversations.value: spans 1: preamble of this 
  spans 2: INC
conversations.from: human
conversations.value: More words: 8-K, 4/17/2015 "Applicable Law" shall mean all applicable [words 1] codes, ordinances, rules, regulations, municipal by-laws, judicial, [words 2] ministerial, departmental or regulatory judgments, orders, decisions, [words 3] consent orders, consent decrees and policies of any Governmental Authority. [words 4] meaning given to such term in the [words 5].
conversations.from: assistant
conversations.value: words 1: laws, statutes, directives, 
  words 2: arbitral, administrative, 
  words 3: ruling or award, 
  words 4: "Business Day" shall have the 
  words 5: Tariff
conversations.from: human
conversations.value: What could be the completion of this text: "Carrier" shall have the meaning given to such term in the preamble of this ...
conversations.from: assistant
conversations.value: The completion of this text could be: Agreement. "Carrier Default" shall have the meaning given to such term in Section 8.
conversations.from: human
conversations.value: What could be the completion of this text: 3 of this Agreement. "Carrier Default Notice" shall have the meaning given to such term in Section 8.4 of this Agreement. "Carrier Force Majeure" shall mean an event ...
conversations.from: assistant
conversations.value: The completion of this text could be: of Force Majeure that prevents Carrier from providing all or part of the Services and shall not include a Force Majeure that prevents Shipper from delivering Shipper Product...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: hereunder.
conversations.from: human
conversations.value: What could be the completion of this text: "Central Clock Time" shall mean Central Standard Time, as adjusted for Central ...
conversations.from: assistant
conversations.value: The completion of this text could be: Daylight Time. "Claims" shall mean any and all claims, demands and causes...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: of action of any kind and all losses, damages, liabilities, costs and expenses of whatever nature (including court costs and reasonable attorneys' fees). "Commencement Date" shall have the meaning given to such term in Section 2.2 of this Agreement. "Commencement Date Facilities" shall have the meaning given to such term in Section 7.
conversations.from: human
conversations.value: What could be the completion of this text: 2 of this Agreement. "Contract Year" shall ...
conversations.from: assistant
conversations.value: The completion of this text could be: mean a period commencing at 9:00 a. m.
conversations.from: human
conversations.value: What could be the completion of this text: Central Clock Time, on the Commencement Date and ending at 9:00 a.m. , Central Clock Time on the same day and calendar month of the following calendar year and thereafter for succeeding periods of twelve (12) consecutive ...
conversations.from: assistant
conversations.value: The completion of this text could be: Months each. "Day" or "Daily" shall mean a period of hours commencing at 9:00 a.m. , Central Clock Time, on a calendar day and ending at 9:00 a.m. , Central Clock Time, on the next succeeding calendar...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: day.
conversations.from: human
conversations.value: What could be the completion of this text: "Dedicated Rates" shall have the meaning given to such term in the Tariff. "Dedication" shall have the meaning given to such term in Section 7.1 of this Agreement 2 Source: RANGE RESOURCES ...
conversations.from: assistant
conversations.value: The completion of this text could be: - LOUISIANA, INC. , 8-K, 4/17/2015 "Delivery Point" shall mean the delivery point at the interconnection of the System with DCP's 6" Black Lake natural gas liquids pipeline and other mutually agreeable...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: delivery points near Ada, Bienville Parish, Louisiana as provided in the Tariff.
conversations.from: human
conversations.value: More words: "Dispute" shall mean any controversy or claim, whether based on contract, tort, statute or other legal [words 1] (including, but not limited to, any claim of fraud, [words 2] any question of validity or effect of this Agreement [words 3] clause) arising out of or related to [words 4] (including any amendments or extension), or breach or termination thereof. "Dispute Notice" shall [words 5] such term in Section 12.2 of [words 6] Agreement. "Effective Date" shall have the meaning [words 7] such term in the preamble to this Agreement.
conversations.from: assistant
conversations.value: words 1: or equitable theory 
  words 2: misrepresentation or fraudulent inducement or 
  words 3: including this 
  words 4: this Agreement 
  words 5: have the meaning given to 
  words 6: this 
  words 7: given to
conversations.from: human
conversations.value: More spans: "FERC" shall mean the United States Federal Energy Regulatory Commission and any lawful successor agency thereto. "Financial [spans 1].
conversations.from: assistant
conversations.value: spans 1: Assurance" shall mean any Guarantee, letter of credit, amendment or supplement thereto or other credit enhancement provided for in ARTICLE XIII of this Agreement
conversations.from: human
conversations.value: What could be the completion of this text: "Force Majeure" shall have the meaning given to such term in ...
conversations.from: assistant
conversations.value: The completion of this text could be: Section 11.2 of this Agreement. "Gallon" means one (1) U.S. gallon.
conversations.from: human
conversations.value: More spans: "Gas" shall mean any mixture of gaseous hydrocarbons, ... earth. "Governmental Authority" shall mean (i) the United States of America, (ii) ...
conversations.from: assistant
conversations.value: spans 1: consisting essentially of methane and heavier hydrocarbons and inert and noncombustible gases that are extracted from the subsurface of the 
  spans 2: any state, county, parish, municipality or other governmental subdivision within the United States of America, and (iii) any court or any governmental department, commission, board, bureau, agency or other instrumentality of the United States of America or of any state, county, municipality or other governmental subdivision within the United States of America
conversations.from: human
conversations.value: What could be the completion of this text: "Guarantee" shall have the meaning given to ...
conversations.from: assistant
conversations.value: The completion of this text could be: such term in Section 13.1 of this...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Agreement.
conversations.from: human
conversations.value: What could be the completion of this text: "Interest" shall mean any right, title, or interest in lands, wells, or leases and the right to produce oil and/or natural gas therefrom whether arising from fee ownership, working interest ownership, mineral ...
conversations.from: assistant
conversations.value: The completion of this text could be: ownership, leasehold ownership, farm-out or arising from any pooling, unitization or communitization of any of the foregoing rights.3 Source: RANGE RESOURCES - LOUISIANA, INC. , 8-K, 4/17/2015 "Lincoln Parish Plant" shall mean...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: that certain natural gas processing plant to be constructed by Carrier or...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: one of its Affiliates and located in Arcadia, Lincoln Parish, Louisiana. "Losses" shall mean any actual loss, cost, expense, liability, damage, demand, suit, sanction, claim, judgment, lien, fine or penalty, including attorneys' fees, asserted by a third party not Affiliated with the Party incurring such, and which are incurred by the applicable indemnified Persons on account of injuries (including death) to any person or damage to or destruction of any property, sustained or alleged to have been sustained in connection with or arising out of the matters for which the indemnifying party has indemnified the applicable indemnified Persons. "Month" shall mean a period of time beginning at 9:00 a.m. , Central Clock Time on the first day of a calendar month and ending at 9:00 a.m. , Central...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Clock Time on the first day of the next succeeding calendar month. "Mount Olive Plant" shall mean that certain natural gas processing plant to be constructed by Carrier or one of its Affiliates and located in Ruston, Lincoln Parish, Louisiana. "New Facility" shall have the meaning given to such term in Section 7.3 of this Agreement. "Nomination" (including "Nominates" and the syntactical variants thereof)...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: shall have the meaning given to such term in the Tariff. "Parties"...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: shall have the meaning given to such term in the preamble of this Agreement. "Party" shall have the meaning given to such term in the preamble of this Agreement.
conversations.from: human
conversations.value: More spans: "Person" shall mean any individual, firm, corporation, trust, partnership, limited [spans 1] Authority. "Plants" shall mean (i) the Lincoln [spans 2] extracting Shipper Product and transporting such Shipper Product from the [spans 3].
conversations.from: assistant
conversations.value: spans 1: liability company, association, joint venture, other business enterprise or Governmental 
  spans 2: Parish Plant, (ii) the Mount Olive Plant and (iii) any other gas processing plant owned by Carrier or its Affiliate that is capable of 
  spans 3: tailgate of such plant to the System
conversations.from: human
conversations.value: More words: "Plant" shall mean any of such Plants. [words 1] natural gas liquids comprised primarily of ethane, [words 2] normal pentane, hexanes and heavier hydrocarbons, incidental [words 3] well as other non-hydrocarbon compounds. "Receipt Points" [words 4] in the Tariff at the tailgate [words 5] Carrier accepts Product for transport on the System. "Services" [words 6] on the System of Product for [words 7] and delivery to the Destination Point specified in Shipper's Nomination.4 Source: [words 8] INC. , 8-K, 4/17/2015 "Shipper" shall [words 9] in the preamble of this Agreement. [words 10] Default" shall have the meaning given [words 11] 8.
conversations.from: assistant
conversations.value: words 1: "Product" shall mean a demethanized mixture of 
  words 2: propane, iso-butane, normal butane, iso- pentane, 
  words 3: volumes of methane, as 
  words 4: shall mean the receipt points provided for 
  words 5: of the Plants where 
  words 6: shall mean receipt and transportation 
  words 7: Shipper's account from the Receipt Points 
  words 8: RANGE RESOURCES - LOUISIANA, 
  words 9: have the meaning given to such term 
  words 10: "Shipper 
  words 11: to such term in Section
conversations.from: human
conversations.value: More words: 1 of this Agreement. "Shipper Default Notice" [words 1] the meaning given to such term [words 2] this Agreement.
conversations.from: assistant
conversations.value: words 1: shall have 
  words 2: in Section 8.2(a) of
conversations.from: human
conversations.value: More words: "Shipper Product" shall mean Product that [words 1] Customer or its designee to, and processed at, a Plant. "Shipper's Dedicated Rates" [words 2] such term in Section 6.1 of this Agreement. "System" shall [words 3] meaning given to such term in the Tariff.
conversations.from: assistant
conversations.value: words 1: is attributable to Gas that is delivered by 
  words 2: shall have the meaning given to 
  words 3: have the
conversations.from: human
conversations.value: What could be the completion of this text: "Tariff" shall mean Carrier's rate, rules and regulations tariff for the System on file and in effect with the FERC or other Governmental Authority, as such tariff may be amended or supplemented by Carrier from time to time in accordance with ...
conversations.from: assistant
conversations.value: The completion of this text could be: this Agreement, a pro forma copy of which, materially in the form expected to be filed by Carrier with the FERC, is attached hereto as Exhibit A. "Tariff Rate Revision Proceeding" shall have the meaning given to such term in Section 14.3.
conversations.from: human
conversations.value: What could be the completion of this text: "Taxes" shall mean any or all current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected by ...
conversations.from: assistant
conversations.value: The completion of this text could be: any Governmental Authority having jurisdiction. "Term" shall have the meaning given to such term in Section 2.1 of this Agreement.
conversations.from: human
conversations.value: More words: "Third Party Operator" means an operator of a pipeline or ... System, other than Carrier or its Affiliates. ARTICLE II TERM 2.1 Term.
conversations.from: assistant
conversations.value: words 1: other facility upstream or downstream of the
conversations.from: human
conversations.value: More spans: This Agreement shall commence on the Effective Date and continue in full force and effect [spans 1] providing thirty (30) calendar days' prior written notice of termination to the other Party (such fifteen (15) Contract Year period, as may be [spans 2].
conversations.from: assistant
conversations.value: spans 1: until the end of the fifteenth (15th) Contract Year, and shall continue in full force and effect thereafter until terminated by either Party by 
  spans 2: further extended as provided herein is referred to as the "Term").2
conversations.from: human
conversations.value: More spans: 2 Commencement Date. The "Commencement Date" under this Agreement shall be the first day of the Month following ... operating permits and/or approvals of regulatory authorities necessary to operate the ... INC. , 8-K, 4/17/2015 Services hereunder, and (iii) the Delivery Point listed ... effect to the extent necessary to ... Product. Carrier will not be responsible for delays to the Commencement Date due to the action or inaction of Shipper or Third Party Operators. ARTICLE III (RESERVED) ARTICLE IV CARRIER RIGHTS AND OBLIGATIONS 4.
conversations.from: assistant
conversations.value: spans 1: the date Carrier notifies Shipper that (i) Carrier has obtained all required 
  spans 2: System, (ii) the System is operational to the extent necessary to commence the 5 Source: RANGE RESOURCES - LOUISIANA, 
  spans 3: on Schedule A is operational and all necessary interconnect agreements with interconnecting pipelines necessary to deliver Shipper Product to such Delivery Point are in 
  spans 4: commence commercial service with respect to the delivery (but, for the avoidance of doubt, not the further downstream transportation) of Shipper
conversations.from: human
conversations.value: More words: 1 Provision of Services. Subject to the terms and conditions ... Agreement, Carrier shall, commencing on the Commencement Date ... the Term of this Agreement, provide Services for Shipper Product in ... subject to, this Agreement, including the ... incorporated herein by reference and constitutes part of this Agreement, expressly including provisions ... to the charges and rules and regulations ... Shipper as a party to this Agreement. This Section 4.1 shall not apply to Carrier during any period when Shipper is in breach of its obligations ... the Tariff. The Services do not include any terminaling, ... storage. ARTICLE V SHIPPER RIGHTS AND OBLIGATIONS 5.1 Tariff. ... shipment, and Carrier's scheduling, acceptance, transporting, measuring and ... times, be subject to, and implemented in accordance with ... Tariff. Shipper shall comply with the Tariff at all times.
conversations.from: assistant
conversations.value: words 1: of this 
  words 2: and continuing through the remainder of 
  words 3: accordance with, and 
  words 4: Tariff, which is 
  words 5: in the Tariff relating 
  words 6: applicable to 
  words 7: to Carrier under this Agreement or 
  words 8: tankage or 
  words 9: Shipper's nominations and tenders of Product for 
  words 10: delivering of Product, shall, at all 
  words 11: the
conversations.from: human
conversations.value: What could be the completion of this text: The Tariff is subject to amendment by Carrier in accordance with Section 15.1.5.2 Shipper Reliance on Carrier Performance. All Shipper Product received at the Receipt Points for Services hereunder is deemed to be in compliance with all Product specifications set forth ...
conversations.from: assistant
conversations.value: The completion of this text could be: in the Tariff or Carrier shall waive such specifications to accept Shipper Product and all Shipper Product delivered to the Delivery Point hereunder shall be in compliance with all Product specifications set forth in the Tariff. ARTICLE VI FEES 6.1 Transportation Rate.
conversations.from: human
conversations.value: What could be the completion of this text: Shipper shall pay rates for Shipper Product transported on the System in accordance with the Tariff, which shall, to the extent permitted by Applicable Law, provide for the following: (a) For all ...
conversations.from: assistant
conversations.value: The completion of this text could be: Shipper Product transported on the System and delivered to a Delivery Point each Month, Shipper shall pay Carrier atransportation fee for such Month 6 Source: RANGE RESOURCES - LOUISIANA, INC. , 8-K,...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: 4/17/2015 equal to the applicable Dedicated Rates, which shall initially be the rate(s) set forth in Schedule A attached hereto, and which shall be increased by Carrier annually, effective July 1 of...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: each year following the Commencement Date, as provided in the Tariff ("Shipper's Dedicated Rates").6.2 Regulation Changes. Notwithstanding anything herein to the contrary, in the event that, after the Effective Date, any Governmental Authority promulgates, issues or changes any rules, regulations or other mandates that impose any material fee, charge or cost upon Carrier in connection with the performance of the Services performed hereunder, excluding...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: normal fees, charges or costs that are incurred by Carrier irrespective of whether Carrier provides the Services on behalf of Shipper and excluding Taxes addressed in Article XVII, then Carrier may increase the then-effective Shipper's Dedicated Rates by up to ten percent (10%) to account for such fees, charges or costs (to the extent such fees, charges or costs are attributable to Shipper Product);...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: provided, however, the cumulative effect of all such increases pursuant to this Section 6.2 may not exceed thirty percent (30%) of the initial Shipper's Dedicated Rates (as the same may be adjusted...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: pursuant to the Tariff from time to time).
conversations.from: human
conversations.value: More spans: If, in Carrier's reasonable judgment, an increase in Shipper's Dedicated Rates of more than ten percent (10%) would be [spans 1] was in prior to the imposition or assessment of such fees, charges or costs, Carrier may call for a meeting among the Parties' senior management to take place within thirty [spans 2] costs. If the Parties are unable to agree on an economic adjustment within sixty (60) Days of [spans 3] to terminate. Such termination shall be effective, [spans 4] a.m. on the first Day of the Month which follows the Month that Carrier delivered its notice of intent [spans 5] a. m.
conversations.from: assistant
conversations.value: spans 1: required to place Carrier in substantially the same economic position as it 
  spans 2: (30) Days of written notice to Shipper, and the Parties shall negotiate in good faith to amend the provisions of this Agreement such that the Parties are in substantially the same relative economic position as they were in prior to the imposition or assessment of such fees, charges or 
  spans 3: the senior management meeting, then Carrier may, in its sole discretion, terminate this Agreement without penalty by delivering Shipper written notice of Carrier's intent 
  spans 4: at the option of Shipper, (i) as of 9:00 
  spans 5: to terminate, or (ii) as of 9:00
conversations.from: human
conversations.value: What could be the completion of this text: on the first Day of the Month which is twelve (12) Months after such date, provided that Shipper's Dedicated Rates for such twelve (12) Month period before such termination shall be increased to place Carrier in substantially the same economic position as it was in prior to the imposition or assessment of such fees, charges, or costs. Shipper shall exercise such option by delivery of written notice to Carrier of Shipper's election within ten (10) Business Days of receipt of Carrier's notice to terminate, provided that if Shipper has not ...
conversations.from: assistant
conversations.value: The completion of this text could be: responded to Carrier by the time described in clause (i) above, the Agreement shall continue pursuant to clause (ii) above. Shipper shall be entitled to audit Carrier's applicable books and records for the limited purpose of determining if the amount of any increase pursuant to this Section 6.2 is justified by the actually-incurred and reasonable amount of the aggregate costs and/or expenses relating to the System; provided, however, such audit shall not require Carrier to disclose confidential information of any Person other than Shipper who is a shipper on the System.
conversations.from: human
conversations.value: What could be the completion of this text: If such audit shall reflect that such increase was not justifiable in ...
conversations.from: assistant
conversations.value: The completion of this text could be: accordance with the foregoing, Carrier shall promptly credit the amount of such...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: discrepancy to Shipper, unless Carrier disagrees with the results of such audit,...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: in which case the matter shall be resolved pursuant to the dispute resolution provisions set forth in Article XII hereof.6.3 Governmental Modifications. Notwithstanding anything...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: herein to the contrary, the Parties acknowledge that the Tariff rates payable for all Services are subject to the approval of and modification by...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: the FERC or any other Governmental Authority having jurisdiction.7 Source: RANGE RESOURCES - LOUISIANA, INC.
conversations.from: human
conversations.value: What could be the completion of this text: 8-K, 4/17/2015 ARTICLE VII ...
conversations.from: assistant
conversations.value: The completion of this text could be: DEDICATION & FACILITIES 7.1...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Dedication.
conversations.from: human
conversations.value: What could be the completion of this text: During the Term, subject to the terms of the AMI/MEA Agreement, Shipper dedicates and commits to this Agreement, and shall deliver or cause to be delivered to the System for transportation hereunder, all Shipper Product (the "Dedication"); provided, however, if Carrier is unable to provide Services with respect to all or any volume of Shipper Product, then such volume will be temporarily released from the Dedication until Carrier provides Shipper written notice that Carrier will be able to resume ...
conversations.from: assistant
conversations.value: The completion of this text could be: receiving such volume hereunder. Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that there is no minimum amount of Shipper's Product that must be delivered to the System hereunder; accordingly, Shipper shall not have any liability (financial or otherwise) for failure to deliver any particular quantity of Product to Carrier; provided, however, the foregoing sentence shall not reduce or eliminate Shipper's obligation to pay the fees provided herein to the extent Services are provided hereunder.7.
conversations.from: human
conversations.value: More spans: 2 Commencement Date Facilities. Carrier shall ... equipment described on Exhibit B attached hereto (the facilities and equipment described on Exhibit B being ...
conversations.from: assistant
conversations.value: spans 1: design, engineer, modify, construct and equip, or caused to be designed, engineered, modified, constructed and equipped, Carrier's System, including, without limitation, the facilities and 
  spans 2: collectively referred to as the "Commencement Date Facilities").7.3 Post-Commencement Date Facilities
conversations.from: human
conversations.value: What could be the completion of this text: (a) After the Commencement Date, in connection with the construction of the Mount Olive Plant, Carrier will construct 13 miles of 8" pipeline between the Mount Olive Plant and the Lincoln Parish Plant, and a Receipt Point at the Mount Olive Plant. (b) If after the Commencement Date, Shipper requires an addition, modification, alteration, replacement, or expansion of the System, other than as noted ...
conversations.from: assistant
conversations.value: The completion of this text could be: in Section 7.
conversations.from: human
conversations.value: More spans: 3(a) above (a "New Facility"), Shipper will provide Carrier a written notification of such requested New Facility containing sufficient information for [spans 1] Facility. Although Carrier shall have no obligation to provide [spans 2] Facility. The commercial terms applicable the construction or acquisition of any New Facility will be determined in accordance with the AMI/MEA Agreement. The Parties agree to [spans 3] INC. , 8-K, 4/17/2015 ARTICLE VIII DEFAULTS AND REMEDIES 8.1 [spans 4] Defaults. Subject to Section 11.1 hereof, [spans 5] ARTICLE XIII, Financial Assurances.8.
conversations.from: assistant
conversations.value: spans 1: Carrier to estimate the cost to provide such New 
  spans 2: a requested New Facility, Carrier may, in its sole discretion, agree to construct or acquire such New 
  spans 3: make any revisions to this Agreement (including the Exhibits hereto) that are necessary to reflect any New Facility.8 Source: RANGE RESOURCES - LOUISIANA, 
  spans 4: Shipper 
  spans 5: the following events shall be a "Shipper Default": (a) the occurrence and continuation of a material breach by Shipper of any of its obligations under this Agreement or the Tariff, unless such material breach occurs as a result of a breach or default by Carrier of its obligations under this Agreement or the Tariff; or (b) the occurrence and continuation of a breach under
conversations.from: human
conversations.value: What could be the completion of this text: 2 Remedies on Shipper Default. (a) Upon becoming aware of the occurrence of a Shipper Default with respect to Shipper's obligations under this Agreement or the ...
conversations.from: assistant
conversations.value: The completion of this text could be: Tariff, Carrier may provide written notice to Shipper describing the Shipper Default in reasonable detail and requiring Shipper to cure the Shipper Default (the "Shipper Default Notice").
conversations.from: human
conversations.value: What could be the completion of this text: If (i) a Shipper Default as described in Section 8.1(a) has not been cured within ten (10) Business Days following ...
conversations.from: assistant
conversations.value: The completion of this text could be: receipt by Shipper of a Shipper Default Notice, or (ii) the Shipper Default comprises a default described in Section 8.
conversations.from: human
conversations.value: More words: 1(b), then, in any such case, and in [words 1] the Financial Assurances and Carrier's other [words 2] in the Tariff or under Applicable Law, Carrier shall [words 3] transport Shipper Product and may suspend the [words 4] other Services to Shipper. (b) If the [words 5] a period of ninety (90) or more Days, or, if [words 6] not reasonably capable of being cured within a ninety (90) Day [words 7] Shipper expeditiously commences to cure the [words 8] receipt of a Shipper Default Notice and diligently [words 9] cure, within such longer period of time as [words 10] to cure such failure, Carrier shall be entitled, by notice in [words 11] to Shipper, to: (1) terminate this Agreement, any such termination to [words 12] the applicable notice by Shipper, in [words 13] liable to Carrier for (i) all of its [words 14] including the effective date of termination, and (ii) any and all other losses [words 15] a result of or arising out of such termination; [words 16] letter of credit or other financial assurance provided by Shipper pursuant [words 17] Assurances. If Carrier terminates this Agreement [words 18].
conversations.from: assistant
conversations.value: words 1: addition to Carrier's right to enforce 
  words 2: rights and remedies provided for in this Agreement, 
  words 3: not be obligated to 
  words 4: provision of 
  words 5: Shipper Default continues for 
  words 6: such failure is 
  words 7: period, but 
  words 8: same following its 
  words 9: proceeds with such 
  words 10: shall be reasonably necessary 
  words 11: writing 
  words 12: be effective upon receipt of 
  words 13: which event Shipper shall be 
  words 14: accrued obligations up to and 
  words 15: and damages sustained by Carrier as 
  words 16: and/or (2) draw on any guaranty, 
  words 17: to ARTICLE XIII, Financial 
  words 18: pursuant to Section 8
conversations.from: human
conversations.value: More words: 2(b) hereof, Carrier shall be entitled to apply the proceeds of such financial assurance [words 1] Shipper's obligations and Carrier's losses and damages referenced in this Section 8.2(b). In all other circumstances in which [words 2] any financial assurance provided by Shipper pursuant to 9 Source: RANGE [words 3] INC. , 8-K, 4/17/2015 ARTICLE XIII, Financial Assurances, following a Shipper [words 4] be entitled to apply the proceeds to [words 5] to hold the remaining proceeds as additional security for [words 6] performance of Shipper's obligations under this [words 7] Tariff. The rights and remedies under [words 8] Section 8.2(b) shall be in addition to all [words 9] Agreement or the Tariff or which [words 10] at law, in equity or by [words 11] the exercise of one or more rights or [words 12] or impair the concurrent or subsequent exercise by [words 13] remedies.8.3 Carrier Default. Subject to Section 11.1 hereof, [words 14] event shall be a "Carrier Default": the occurrence and continuation of [words 15] by Carrier of any of its obligations [words 16] or the Tariff, unless such material breach [words 17] as a result of a breach or default by Shipper [words 18] the Tariff.8.4 Remedies on Carrier Default. [words 19] Carrier Default, Shipper may provide written [words 20] Carrier Default in reasonable detail and requiring Carrier to cure the Carrier Default [words 21] Default Notice").
conversations.from: assistant
conversations.value: words 1: to 
  words 2: Carrier calls on 
  words 3: RESOURCES - LOUISIANA, 
  words 4: Default, Carrier shall 
  words 5: cure such Shipper Default, and 
  words 6: the payment and 
  words 7: Agreement and the 
  words 8: this 
  words 9: of Carrier's other rights and remedies under this 
  words 10: Carrier may otherwise have 
  words 11: statute or regulation, and 
  words 12: remedies shall not prejudice 
  words 13: Carrier of other rights or 
  words 14: the following 
  words 15: a material breach or default 
  words 16: under this Agreement 
  words 17: or default occurs 
  words 18: of its obligations under this Agreement or 
  words 19: Upon becoming aware of the occurrence of a 
  words 20: notice to Carrier, describing the 
  words 21: (the "Carrier
conversations.from: human
conversations.value: More spans: If (a) a Carrier Default comprising Carrier's failure to make any payment due hereunder has not been cured within ten (10) Business Days [spans 1] Carrier Default comprising Carrier's failure to comply with any obligation [spans 2] not been cured within ninety (90) Days after receipt by Carrier of a Carrier Default Notice, or, if such failure is not reasonably capable [spans 3] Notice and diligently proceeds with such cure, within such longer period of time as shall be reasonably necessary to cure such failure, then in [spans 4] period, and if any such Carrier Default has not been cured within such further period of ninety (90) Days, Shipper may, [spans 5] Carrier. The rights and remedies under [spans 6] by statute or regulation, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise by Shipper of other rights or remedies. ARTICLE IX WARRANTY OF TITLE [spans 7] Warranty. Shipper warrants to Carrier that at the time Shipper Product is delivered to a Receipt Point hereunder, Shipper will have good title or the right to deliver such Shipper Product, and that such Shipper Product shall be free and clear of all liens and [spans 8].
conversations.from: assistant
conversations.value: spans 1: following receipt by Carrier of a Carrier Default Notice, or (b) a 
  spans 2: under this Agreement or the Tariff, other than a payment obligation, has 
  spans 3: of being cured within a ninety (90) Day period, but Carrier expeditiously commences to cure the same following its receipt of a Carrier Default 
  spans 4: any such case, Shipper may, by written notice to Carrier, inform Carrier of its intention to terminate this Agreement if such Carrier Default is not cured within a further ninety (90) Day 
  spans 5: by written notice to Carrier, terminate this Agreement, any such termination to be effective upon receipt of such termination notice by 
  spans 6: this Section 8.4 shall be in addition to all of Shipper's other rights and remedies under this Agreement or the Tariff or which Shipper may otherwise have at law, in equity or 
  spans 7: AND PRODUCT INTERESTS 9.1 Title 
  spans 8: adverse 10 Source: RANGE RESOURCES - LOUISIANA, INC
conversations.from: human
conversations.value: More spans: 8-K, 4/17/2015 claims, other than statutory liens and liens, encumbrances or claims under credit facilities or other credit arrangements in respect of borrowed money. Shipper agrees, with respect to the Shipper Product delivered by to Carrier hereunder, to indemnify Carrier ... Product other than any lien, claim or encumbrance alleged to have arisen by, through or under Carrier ...
conversations.from: assistant
conversations.value: spans 1: against all suits, actions, debts, accounts, damages, costs (including attorney's fees), losses and expenses arising from or out of any adverse claims of any and all persons to or against said Shipper 
  spans 2: or its Affiliate.9
conversations.from: human
conversations.value: More spans: 2 Proceeds of Production. Shipper agrees to make payment of all royalties, overriding royalties, production payments, and all other payments for interests attributable to Shipper Product delivered ...
conversations.from: assistant
conversations.value: spans 1: hereunder due to any Person under any leases or other documents in accordance with the terms thereof.9.3 Indemnification
conversations.from: human
conversations.value: More words: Shipper agrees to indemnify and hold ... from any and all Claims and Losses incurred in connection ... any manner whatsoever relating to payment of ... all other payments for interests attributable ... transported hereunder. ARTICLE X WAIVER OF CERTAIN DAMAGES NOTWITHSTANDING ... CONTRARY IN THIS AGREEMENT, IN NO EVENT ... THE OTHER PARTY OR ITS AFFILIATES, ANY SUCCESSORS ... OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, MULTIPLE, ... DAMAGES, OR LOSS OF PROFITS OR REVENUES ARISING OUT OF ... TO THIS AGREEMENT OR ANY BREACH HEREOF; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT ... OF A PARTY HEREUNDER TO INDEMNIFY, DEFEND ... THE OTHER PARTY AGAINST CLAIMS ASSERTED BY ... NOT LIMITED TO, THIRD PARTY CLAIMS ... OR EXEMPLARY DAMAGES. THIS ARTICLE X SHALL ... JOINT OR CONCURRENT NEGLIGENCE, FAULT OR RESPONSIBILITY OF THE PARTY ... BY THIS PROVISION, OR ANY OTHER EVENT OR ... AND REGARDLESS OF WHETHER PRE-EXISTING PRIOR TO THE DATE OF THIS AGREEMENT.
conversations.from: assistant
conversations.value: words 1: Carrier harmless 
  words 2: with, or in 
  words 3: Taxes, royalties, overriding royalties, production payments, and 
  words 4: to Shipper Product 
  words 5: ANYTHING TO THE 
  words 6: SHALL EITHER PARTY BE LIABLE TO 
  words 7: IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE 
  words 8: INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE 
  words 9: OR RELATING 
  words 10: BE CONSTRUED AS LIMITING AN OBLIGATION 
  words 11: AND HOLD HARMLESS 
  words 12: UNAFFILIATED THIRD PARTIES, INCLUDING, BUT 
  words 13: FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE 
  words 14: APPLY NOTWITHSTANDING THE SOLE, 
  words 15: WHOSE LIABILITY IS WAIVED 
  words 16: CONDITION, WHETHER ANTICIPATED OR UNANTICIPATED,
conversations.from: human
conversations.value: What could be the completion of this text: In the event Carrier or Shipper is rendered unable, wholly or in part, by reason of Force Majeure to carry out its obligations under this Agreement (other than the obligation to make payment of amounts due hereunder, including without 11 Source: RANGE RESOURCES - LOUISIANA, INC. , 8-K, 4/17/2015 limitation, payment of fees due hereunder), it is agreed that such Party shall give notice and reasonably full particulars of such Force Majeure, in writing, or other electronic means to the other Party within a reasonable time after the occurrence of the cause relied on, and the obligations of the Party giving such notice, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, but for no longer ...
conversations.from: assistant
conversations.value: The completion of this text could be: period, and such cause shall, so far as possible, be remedied with all reasonable dispatch. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the difficulty.11.
conversations.from: human
conversations.value: More words: 2 Definition of Force Majeure. The term "Force [words 1] mean acts of God; strikes, lockouts, or [words 2] disturbances; conditions arising from a change in governmental [words 3] rules, or regulations; acts of public enemy; wars; blockades; [words 4] lightning; earthquakes; fires; storms; floods; washouts; arrests and restraints [words 5] explosions; breakage or accident to machinery or lines of pipe; [words 6] tests, alterations, or performing maintenance to [words 7] of pipe; scheduled maintenance; freezing of wells or lines [words 8] of wells, processing, or gasification and [words 9] of, or proceedings initiated by, any Governmental Authority; and any [words 10] whether of the kind herein enumerated or otherwise, not within the [words 11] relief hereunder, and which by the exercise of due diligence, such [words 12] unable to prevent or overcome. Such term shall likewise [words 13] or Shipper is required to obtain servitudes, [words 14] or licenses to enable such Party to fulfill [words 15] obligations under this Agreement and is [words 16] acquire or experiences delays in acquiring such servitudes, rights-of-way, grants, permits [words 17] costs, and after the exercise of [words 18] failure or refusal of Third Party Operators to [words 19] or increases in pressure of upstream or [words 20] pipelines. Force Majeure shall not include failure of [words 21] considerations.11.3 Termination Based on Carrier Force Majeure. If [words 22] result of an event of Carrier Force [words 23] provides no Services to Shipper for a [words 24] (12) consecutive Months, either Party shall be entitled to terminate this Agreement by written notice [words 25] the other Party given at any [words 26] twelve (12) Month period, but prior to the cessation of the applicable [words 27] Majeure. Shipper's termination right under this [words 28] compliance with Section 14.2 in connection [words 29] any certificates, approvals, authorizations and permits [words 30] a result of the event of Carrier Force Majeure.
conversations.from: assistant
conversations.value: words 1: Majeure" as used herein shall 
  words 2: other industrial 
  words 3: laws, orders, 
  words 4: insurrections; riots; epidemics; landslides; 
  words 5: of governments and people; civil disturbances; 
  words 6: the necessity for making repairs, 
  words 7: machinery or lines 
  words 8: of pipe; partial or entire failure 
  words 9: gas manufacturing facilities; orders or directives 
  words 10: other causes, 
  words 11: control of the Party claiming 
  words 12: Party is 
  words 13: include those instances (a) where either Carrier 
  words 14: rights-of-way, grants, permits 
  words 15: its 
  words 16: unable to 
  words 17: or licenses, at reasonable 
  words 18: reasonable diligence, and (b) the partial or entire 
  words 19: receive or deliver Gas, 
  words 20: downstream 
  words 21: Product supply due to pricing 
  words 22: as a 
  words 23: Majeure, Carrier 
  words 24: period of at least twelve 
  words 25: to 
  words 26: time after the expiration of such 
  words 27: event of Carrier Force 
  words 28: Section 11.3 shall be subject to its 
  words 29: with 
  words 30: required by Carrier as
conversations.from: human
conversations.value: What could be the completion of this text: ARTICLE XII DISPUTE RESOLUTION 12.1 Resolution of Disputes. Any Dispute shall be resolved pursuant to the provisions of this ARTICLE XII, which shall be the sole and exclusive procedures for the resolution ...
conversations.from: assistant
conversations.value: The completion of this text could be: of any 12 Source: RANGE RESOURCES - LOUISIANA, INC.
conversations.from: human
conversations.value: More words: 8-K, 4/17/2015 such Dispute. Any Party that fails to first attempt [words 1] pay all legal and consulting fees and [words 2] in any suit, action, or proceeding to [words 3] this ARTICLE XII. While the procedures in this [words 4] Party shall continue to perform its existing obligations under [words 5] those obligations are not the subject of [words 6].
conversations.from: assistant
conversations.value: words 1: to resolve any Dispute using direct negotiations shall 
  words 2: costs incurred by the other Party 
  words 3: enforce the terms of 
  words 4: ARTICLE XII are pending, each 
  words 5: the Agreement to the extent 
  words 6: the Dispute.12
conversations.from: human
conversations.value: More spans: 2 Dispute Notice. Prior to submitting any Dispute for resolution by a court, a Party shall provide written notice (a "Dispute ... dispute. The Dispute Notice shall contain (i) a concise statement describing ...
conversations.from: assistant
conversations.value: spans 1: Notice") to the other of the occurrence of such 
  spans 2: the Dispute, including a description of its nature, circumstances and cause, (ii) an explanation of the basis and justification for the Dispute, including reference to any pertinent provision(s) of the Agreement, (iii) if applicable, the estimated dollar amount of the Dispute and how that estimate was determined, (iv) the claiming Party's desired resolution, and (v) any other information the claiming Party deems relevant.12
conversations.from: human
conversations.value: What could be the completion of this text: 3 Direct Negotiation. Commencing within thirty (30) Days after the Dispute Notice is received and concluding fifteen (15) Business Days thereafter, the authorized representatives of the Parties with decision-making authority shall meet in person in Houston, Texas (or in a place mutually agreed upon by the Parties to the Dispute) and confer, in good faith, to seek to resolve the Dispute raised in the ...
conversations.from: assistant
conversations.value: The completion of this text could be: Dispute Notice. If the Parties are unable to resolve the Dispute for any reason within such fifteen (15) Business Day period, then either Party shall be entitled to pursue any remedies available at law or in equity; provided, however, this Section 12.3 shall not limit a Party's right to initiate litigation prior to the expiration of the time periods set forth in this Section...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: 12.3 if application of such limitations would prevent a Party from filing...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: a lawsuit or claim within the applicable period for filing lawsuits (e. g.
conversations.from: human
conversations.value: More spans: statutes of limitation, prescription, etc. ).12.4 Jurisdiction and Venue. The Parties [spans 1] Texas. The Parties hereby irrevocably and unconditionally waive, to [spans 2] of or relating to this Agreement or the transactions contemplated [spans 3] Expenses. The prevailing Party in any litigation pertaining to any Dispute hereunder shall be entitled to recover its reasonable costs, expenses and attorney's fees in connection with such litigation.12.6 Waiver of Jury Trial. The Parties [spans 4] Resolution. (a) The Parties agree that any Dispute and any negotiations [spans 5].
conversations.from: assistant
conversations.value: spans 1: hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts located in Harris County, 
  spans 2: the fullest extent they may legally and effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out 
  spans 3: hereby in any federal or state court located in Harrison County, Texas.12.5 Costs and 
  spans 4: hereby waive all rights to a trial by jury for any and all Disputes.12.7 Confidentiality of Dispute 
  spans 5: among the Parties in relation to any Dispute shall be subject to the confidentiality provisions of this Agreement
conversations.from: human
conversations.value: What could be the completion of this text: 13 Source: RANGE RESOURCES - LOUISIANA, INC. , 8-K, 4/17/2015 (b) The Parties further agree that any information, documents or materials produced for the purposes of, or used in, negotiations of any ...
conversations.from: assistant
conversations.value: The completion of this text could be: Dispute shall be subject to the confidentiality provisions of this Section 12.7.
conversations.from: human
conversations.value: What could be the completion of this text: The Parties further agree that upon the request of the providing Party, any information, documents or materials produced by such Party for the purpose ...
conversations.from: assistant
conversations.value: The completion of this text could be: of negotiations of any Dispute shall be destroyed or returned to the providing Party within thirty (30) Days of the resolution of such Dispute...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: or the issuance of a final decision with respect to such Dispute; provided, however, any confidential information (i) found in drafts, notes, studies and other documents prepared by or for the receiving Party or its representatives, or (ii) found in electronic format as part of receiving Party's off-site or on-site data storage/archival process system, will be held by the receiving Party or destroyed at...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: the receiving Party's option. (c) Without limiting the foregoing, the Parties agree that disclosure of confidential information may be made to third parties: (1) In order to enforce any of the provisions of this Agreement or the tariff, including without limitation, any court judgment. (2) Who consist of a Party's auditors, legal advisers, insurers or Affiliates.
conversations.from: human
conversations.value: What could be the completion of this text: (3) If the Party making such disclosure is under a legal or regulatory obligation to make such disclosure, but limited ...
conversations.from: assistant
conversations.value: The completion of this text could be: to the extent of such legal obligation. (4) With the prior written consent of the other Party not making the...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: disclosure.
conversations.from: human
conversations.value: More words: (d) The Parties agree to submit to the [words 1] competent jurisdiction located in Harris County, [words 2] purpose of any proceedings to enforce this Section 12.7 and, [words 3] this Section 12.7(c), the receiving Party [words 4] any information, documents or materials belonging to a disclosing Party from being disclosed to third parties.
conversations.from: assistant
conversations.value: words 1: jurisdiction of a court of 
  words 2: Texas for the 
  words 3: except as permitted under 
  words 4: shall prevent
conversations.from: human
conversations.value: What could be the completion of this text: ARTICLE XIII FINANCIAL ASSURANCES 13.1 Financial Assurances. If Shipper has failed to ...
conversations.from: assistant
conversations.value: The completion of this text could be: pay any amount when due under this Agreement and if such non-payment...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: is not being disputed in good faith by Shipper, Carrier shall have...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: the right to request and receive from Shipper adequate assurance of performance ("Financial Assurance") which shall mean credit support in a form reasonably acceptable to Carrier and in an amount and for...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: the term reasonably acceptable to Carrier.
conversations.from: human
conversations.value: What could be the completion of this text: Any of the following shall be an acceptable form of credit support: (a) An irrevocable standby letter of credit from a bank satisfactory to Carrier; 14 Source: RANGE RESOURCES - LOUISIANA, INC. , 8-K, 4/17/2015 (b) Provide a prepayment or a deposit in advance of the Month in which Services hereunder are to be provided; or (c) A performance bond issued by a Person satisfactory to Carrier. If the credit of Shipper's guarantor is satisfactory in Carrier's opinion, a demand for Financial Assurance can be satisfied ...
conversations.from: assistant
conversations.value: The completion of this text could be: with a guarantee issued on behalf of Shipper in a form acceptable to Carrier, but only for as long as the credit of Shipper's guarantor continues to be acceptable to Carrier. Carrier acknowledges and agrees that Memorial Resource Development Corp. is a satisfactory guarantor. Should Shipper or its guarantor fail to provide Financial Assurance within ten (10) Business Days after receipt of written demand for such assurance, then Carrier shall have the right to suspend performance under this Agreement until such time as Shipper furnishes Financial Assurance.
conversations.from: human
conversations.value: What could be the completion of this text: For the avoidance of doubt, such suspension of performance by Carrier shall not relieve Shipper of its obligation to make payments of amounts due hereunder, including, without limitation, payment of fees due hereunder. If during the Term, Carrier has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Carrier, Shipper shall have the right to request and receive from Carrier adequate Financial Assurance under similar terms and conditions as described above, including the right to suspend performance under this Agreement until such time as Carrier furnishes Financial Assurance. ARTICLE XIV DUTY TO SUPPORT 14.1 Arm's Length Negotiations. Each of the Parties acknowledges and agrees that this Agreement is the result of good faith, arm's length negotiations which have resulted in an agreement that is fair and equitable to Carrier and Shipper.14.2 Shipper Support. Shipper hereby agrees, upon written request by Carrier provided at least ten (10) days prior to the deadline for such action: ...
conversations.from: assistant
conversations.value: The completion of this text could be: (a) to not object to Carrier's applications for necessary certificates, approvals, authorizations and permits of the FERC and Louisiana regulating bodies, if any, in relation to the System; (b) to not object to the Tariff rates calculated in accordance with the terms of this Agreement, and not take any action directly or indirectly that could be interpreted as evidence of Shipper's lack of support for such Tariff rates; and (c) to not object to the pro forma Tariff materially in the form attached as Exhibit A, in any and all regulatory proceedings relating thereto and not take any action or inaction that could be interpreted as evidence of Shipper's lack of support therefor; provided that nothing in the foregoing shall obligate Shipper to support future changes to the Tariff rates that are inconsistent with this Agreement, or prevent Shipper from opposing any position taken by Carrier before FERC and/or Louisiana regulating bodies that is inconsistent with this Agreement.15 Source: RANGE RESOURCES - LOUISIANA, INC. , 8-K, 4/17/2015 14.
conversations.from: human
conversations.value: More words: 3 No Tariff Rate Revision Proceedings. Each of the Parties ... for the System is subject to the ... and potential modification by, the FERC, from time to time, and each of the Parties hereby agrees not to, directly or indirectly, commence ... or other proceeding (a "Tariff Rate Revision ... of requesting the FERC to set tariff rates applicable to the System which are inconsistent with ... Proceedings. In the event of any Tariff Rate ... by a third party or by ... and in the event of any other proceedings pursuant ... Tariff rates for the System may be reviewed by the FERC or other ... agrees to not object to the setting of Tariff rates applicable to the System that are consistent with this Agreement. In the event of any other ... of this Agreement being commenced by a third party or by ... agrees to provide all reasonable support and cooperation in defending such terms or otherwise resolving the complaint or other challenge as shall be reasonably requested ... Carrier. ARTICLE XV COMMON CARRIER AND COMPLIANCE WITH APPLICABLE LAWS 15.1 Common Carrier Pipeline. The System will be operated as a common carrier ... and Shipper's rights hereunder shall be subject to all ... governing the operation of common carrier pipelines, including, without limitation, laws and regulations that ... given shipper or the provision of service for consideration other than the ... tariff. The Tariff shall apply to ... and if there is a conflict between a provision of this Agreement and the Tariff, ...
conversations.from: assistant
conversations.value: words 1: further acknowledges that the setting of Tariff rates 
  words 2: approval of, 
  words 3: or support any application, motion 
  words 4: Proceeding") before the FERC for the purpose 
  words 5: this Agreement.14.4 Third Party 
  words 6: Revision Proceeding being commenced 
  words 7: the FERC itself, 
  words 8: to which the 
  words 9: Governmental Authority having jurisdiction, Shipper 
  words 10: proceedings challenging any of the terms 
  words 11: the FERC itself, Shipper 
  words 12: by 
  words 13: pipeline, 
  words 14: laws related to and 
  words 15: prevent discrimination in favor of any 
  words 16: rate set forth in a published 
  words 17: the Services provided hereunder, 
  words 18: the Tariff shall apply
conversations.from: human
conversations.value: What could be the completion of this text: Carrier reserves the right to modify or amend the Tariff, in its sole discretion, as it deems necessary; provided, however, any such modification or amendment shall be consistent with this Agreement.15.2 Compliance ...
conversations.from: assistant
conversations.value: The completion of this text could be: with Laws.
conversations.from: human
conversations.value: More spans: Both Parties shall, in carrying out the terms and provisions [spans 1] Authorities. ARTICLE XVI ASSIGNMENT 16.
conversations.from: assistant
conversations.value: spans 1: of this Agreement, abide by all present and future laws of any Governmental
conversations.from: human
conversations.value: What could be the completion of this text: 1 Restrictions on Assignment. This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.16.2 Permitted Assignments. Notwithstanding the foregoing, (i) either Party may assign this Agreement to an Affiliate of such Party without the consent of the other Party, (ii) either Party may pledge this Agreement to secure any credit facility or indebtedness of such 16 Source: RANGE RESOURCES - LOUISIANA, INC. , 8-K, 4/17/2015 Party ...
conversations.from: assistant
conversations.value: The completion of this text could be: or its Affiliates without the consent of the other Party, (iii) Carrier may assign this Agreement without Shipper's consent in connection with the sale or transfer of the System, and (iv) Shipper may assign or partially assign this Agreement without Carrier's consent in connection with the sale or transfer of all or part of Shipper's ownership interests in the wells (or in the lands upon which such wells are located) producing Gas from which the Product delivered hereunder is extracted, provided that such assignee has a credit rating reasonably acceptable to Carrier at the time of such sale or transfer.
conversations.from: human
conversations.value: More spans: In the case of transfers under clause (iv) ... to Carrier shall be no greater than Shipper's obligations to ... Assignments. Either Party may grant a lien or security interest in this Agreement to any Person as security in connection with arranging financing for such Party or any Affiliate of ... Person). ARTICLE XVII TAXES Shipper shall pay, or cause ... Authority with respect to Shipper Product. In the ... surcharge pursuant to Carrier's invoice for the same.
conversations.from: assistant
conversations.value: spans 1: above, the transferor shall be released from its obligations and liabilities under this Agreement to the extent of the obligations assumed by the transferee, provided that Shipper's and such transferee's combined obligations 
  spans 2: Carrier prior to such transfer.16.3 Collateral 
  spans 3: such Party (and each Party agrees to execute all consents, estoppels, waivers and other documents and instruments reasonable requested by any such 
  spans 4: to be paid, all production, severance, gross receipts, ad valorem, and similar Taxes, and all surcharges, levied or imposed on it by any Governmental 
  spans 5: event Carrier is required to pay or remit any such Tax or surcharge owed by Shipper, Shipper shall reimburse Carrier for such Tax or
conversations.from: human
conversations.value: More spans: Shipper hereby agrees to indemnify, defend and hold harmless Carrier from and against any and [spans 1] surcharges. This indemnity and defense obligation shall survive the expiration or termination of this Agreement. Carrier shall be responsible [spans 2] without limitation, Carrier's gas processing plants.
conversations.from: assistant
conversations.value: spans 1: all claims and losses arising out of or related to such Taxes or 
  spans 2: for all Taxes or surcharges levied or imposed on it by any Governmental Authority with respect to the System and Carrier's other facilities, including
conversations.from: human
conversations.value: More words: ARTICLE XVIII NOTICE AND STATEMENTS 18.1 Notice. Any ... claim or other communication required or permitted ... and shall be sent by: (i) ... transmission; (ii) delivered by hand; (iii) sent by United ... prepaid; or (iv) by courier with charges paid ... such courier, in each of the foregoing ... Party at the following addresses: Carrier NOTICES ... LLC Attn: General Counsel 11931 Wickchester, Suite 300 Houston, ... Source: RANGE RESOURCES - LOUISIANA, INC. , 8-K, ... ACCOUNTING MATTERS: PennTex North Louisiana Operating, LLC Attn: Vice President, Accounting 11931 ... Suite 300 Houston, Texas 77043 Fax: (832) ... NOTICES AND CORRESPONDENCE: MRD Operating LLC c/o Memorial Resource Development Corp.500 Dallas Street, Suite ... 77002 Attn: General Counsel E-mail: kroane@memorialrd.com with a ... Jeremy. bolander@memorialrd.com Such notices, statements, payments, ... communications shall be deemed received as follows: (i) if delivered ... (ii) if sent by United States ... mail, registered mail, certified mail or regular mail, the day ... confirmed orally or in writing by ... by a courier service, upon delivery; or (iv) ... the transmission thereof, except that if such transmission is on any Day other than ... or after 4:00 p.m. , Central Clock ... to be received on the next Business Day.18.2 ... Address. Notices of change of address ... either of the Parties shall be ... to the other Party in the ... aforesaid and shall be observed in ... statements, payments, claims or other communications required or ... RANGE RESOURCES - LOUISIANA, INC. , ... MISCELLANEOUS 19.1 Entire Agreement; Amendments. This Agreement and ... Schedules hereto constitute the entire agreement and understanding between the Parties with respect to ... and thereof, supersede all prior agreements ... respect thereto, and may be amended, ... written agreement of the Parties. Notwithstanding the foregoing, the Tariff is ... Carrier from time to time subject to ... Governing Law.
conversations.from: assistant
conversations.value: words 1: notice, statement, payment, 
  words 2: hereunder shall be in writing 
  words 3: facsimile 
  words 4: States mail with all postage fully 
  words 5: in accordance with the customary arrangements established by 
  words 6: cases addressed to the 
  words 7: AND CORRESPONDENCE: PennTex North Louisiana Operating, 
  words 8: Texas 77043 Fax: (832) 456-4050 17 
  words 9: 4/17/2015 
  words 10: Wickchester, 
  words 11: 456-4050 Shipper 
  words 12: 1800 Houston, TX 
  words 13: copy to: Attn: Director, Marketing & Midstream E-mail: 
  words 14: claims or other 
  words 15: personally, upon delivery; 
  words 16: mail, whether by express 
  words 17: receipt is refused or is 
  words 18: the receiving Party; (iii) if sent 
  words 19: if sent by facsimile, upon completion of 
  words 20: a Business Day, or on 
  words 21: Time, such notice shall be deemed 
  words 22: Change of 
  words 23: of 
  words 24: given in writing 
  words 25: manner 
  words 26: the giving of all future notices, 
  words 27: permitted to be given hereunder.18 Source: 
  words 28: 8-K, 4/17/2015 ARTICLE XIX 
  words 29: the Exhibits and 
  words 30: the subject matter hereof 
  words 31: and understandings with 
  words 32: restated or supplemented only by 
  words 33: subject to amendment by 
  words 34: Applicable Law and Section 15.1 hereof.19.2
conversations.from: human
conversations.value: What could be the completion of this text: This Agreement shall be governed and construed in accordance with the laws of the state of Texas without giving effect to the conflict of law rules thereof.19.3 No ...
conversations.from: assistant
conversations.value: The completion of this text could be: Drafting Presumption. No presumption will operate in favor of or against any Party as a result of any responsibility that any Party may have had for drafting this Agreement.
conversations.from: human
conversations.value: What could be the completion of this text: Shipper and Carrier acknowledge and mutually agree that this Agreement and all contents herein were jointly prepared by the Parties.19.4 Waiver. No waiver of any term, provision or condition of this Agreement shall be effective unless in writing signed by the Parties, and no ...
conversations.from: assistant
conversations.value: The completion of this text could be: such waiver shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of the Agreement, unless specifically so stated in such written waiver.19.
conversations.from: human
conversations.value: More spans: 5 No Third Party Beneficiaries. Except for Persons [spans 1].
conversations.from: assistant
conversations.value: spans 1: indemnified hereunder, this Agreement is not for the benefit of any third party and nothing herein, expressed or implied, confers any right or remedy upon any Person not a party hereto.19
conversations.from: human
conversations.value: What could be the completion of this text: 6 No Partnership. It is not the intention of the Parties to create, nor is there created hereby, a partnership, trust, joint venture or association. The status of each Party hereunder is ...
conversations.from: assistant
conversations.value: The completion of this text could be: solely that of an independent contractor.19.
conversations.from: human
conversations.value: What could be the completion of this text: 7 Survival. Notwithstanding the termination of this Agreement for any reason, (a) ARTICLE VI, ARTICLE VIII, ARTICLE IX, ARTICLE X, ARTICLE XII, ARTICLE XIV, ...
conversations.from: assistant
conversations.value: The completion of this text could be: ARTICLE XVII, ARTICLE XVIII and ARTICLE XIX shall survive the termination of this Agreement, and (b) each Party to this Agreement will be liable...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: for all of its accrued obligations hereunder up to and including the date on which the termination becomes effective.19.8 Headings.
conversations.from: human
conversations.value: What could be the completion of this text: The headings and captions in this Agreement have been inserted for convenience of reference only and shall not define or limit any of the terms and provisions hereof.19.9 Rules of Construction. In construing this Agreement, the following principles shall be followed: (a) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; 19 Source: RANGE RESOURCES - LOUISIANA, INC. , 8-K, 4/17/2015 (b) the word "includes" and its syntactical variants mean "includes, but is not limited to" and corresponding syntactical variant expressions; (c) the plural shall be deemed to include the singular and vice versa, as applicable; (d) all references in this Agreement to an "ARTICLE," "Section," "subsection," or "Exhibit" shall be to an ARTICLE, Section, subsection, or Exhibit of this Agreement, unless ...
conversations.from: assistant
conversations.value: The completion of this text could be: the context requires otherwise; (e) unless the context otherwise requires, the words "this Agreement," "hereof," "hereunder," "herein," "hereby," or words of similar import shall refer to this Agreement as a whole and not to a particular ARTICLE, Section, subsection, clause or other subdivision hereof; and (f) each Exhibit and Schedule to this Agreement is attached hereto and incorporated herein as a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail, except as to any conflicts with the Tariff.19.10 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, (i) the validity, legality and/or enforceability of the...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: remaining provisions shall not, in any way, be affected or impaired thereby and (ii) in lieu of such invalid, illegal or unenforceable provision, there shall be automatically added to this Agreement a provision as similar to such invalid, illegal or unenforceable provision as may be possible and be legal, valid and enforceable.19.11 Further Assurances. Each Party shall take such acts and execute and deliver...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: such documents as may be reasonably required to effectuate the purposes of...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: this Agreement.19.12 No Inducements. No director, employee, or agent of any Party shall give or receive any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Agreement.19.13 Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, and all of which shall be considered one and the same instrument. Neither Party shall be bound until both Parties have executed a counterpart. Facsimile or other electronic copies of signatures shall constitute original signatures for all purposes of this Agreement and any...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: enforcement hereof.19.
conversations.from: human
conversations.value: What could be the completion of this text: 14 Confidentiality. (a) Each Party agrees that it shall maintain all terms and conditions of this Agreement in confidence, and ...
conversations.from: assistant
conversations.value: The completion of this text could be: that it shall not cause or permit disclosure thereof without the express written 20 Source: RANGE RESOURCES - LOUISIANA, INC.
conversations.from: human
conversations.value: More spans: 8-K, 4/17/2015 consent of the other Party. The standard of [spans 1] reasonable person in protecting confidential information. (b) Permitted Disclosures.
conversations.from: assistant
conversations.value: spans 1: care to be employed by each Party with respect to the other Party's confidential information shall be the standard of care employed by a
conversations.from: human
conversations.value: What could be the completion of this text: Notwithstanding Section 19.14(a) of this Agreement, disclosures of any terms and provisions of this Agreement otherwise prohibited may be made by a Party (i) to the extent necessary for such Party to enforce its rights hereunder against the other Party; (ii) to the extent to which a Party is required to disclose all or part of this Agreement by a statute or by the order or rule of a court, agency, or other governmental body exercising jurisdiction over the subject matter hereof, by order, by regulations, or by other compulsory process (including, but not limited to, deposition, subpoena, interrogatory, or request for production of documents); (iii) to the extent required by the applicable regulations of a securities or commodities exchange; (iv) to a third Person in connection with ...
conversations.from: assistant
conversations.value: The completion of this text could be: a proposed sale or other transfer of a Party's interest in this Agreement, provided such third Person agrees in writing to be bound by confidentiality terms no less restrictive than those set forth in this Section 19.14; (v) to its own directors, officers, employees, agents and representatives; (vi) to an Affiliate; (vii) to a co-working interest owner or royalty owner of Shipper Product delivered hereunder, provided such co-working interest owner or royalty owner agrees in writing to be bound by the terms of this Section 19.14; (viii) to the extent any such terms or provisions become public information through no fault of any Party; or (ix) to a bank or other financial institution, and their agents and representatives, in connection with a Party arranging for funding. (c) Notification...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: If a Party is or becomes aware of a fact, obligation, or circumstance that has resulted or may result in a disclosure of any of the terms and conditions of this Agreement...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: authorized by Section 19.14(b) (ii), (iii) or (iv) above, it shall so notify in writing the other Party promptly and shall provide documentation or an explanation of such disclosure as soon as...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: it is available. (d) Party Responsibility. Each Party shall be deemed solely responsible and liable for the actions of its directors, officers, employees, agents,...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: representatives and Affiliates for maintaining the confidentiality commitments of this Section 19.14. (e) Public Announcements. The Parties agree that prior to making any public announcement or statement with respect to this Agreement or the transaction represented herein, the Party desiring to make such public announcement or statement shall provide the other Party with a copy of the proposed announcement or statement prior to the...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: intended release date of such announcement. The other Party shall thereafter consult with the Party desiring to make the release, and the Parties shall exercise their reasonable best efforts to (i) agree...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: upon the text of a joint public announcement or statement to be made by both such Parties or (ii) in the case of a statement to be made solely by one Party, obtain approval of the other Party to the text of a public announcement or statement.
conversations.from: human
conversations.value: More words: Nothing contained in this Section 19.14 shall be construed to [words 1] approval of any other Party to disclose [words 2] or the transaction represented herein to any Governmental [words 3] by applicable law or necessary to [words 4] Exchange Commission, New York Stock Exchange, NASDAQ [words 5].
conversations.from: assistant
conversations.value: words 1: require any Party to obtain 
  words 2: information with respect to this Agreement 
  words 3: Authority to the extent required 
  words 4: comply with disclosure requirements of the Securities and 
  words 5: Stock Market, or any other regulated stock exchange
conversations.from: human
conversations.value: What could be the completion of this text: 21 Source: RANGE RESOURCES - LOUISIANA, INC. , 8-K, 4/17/2015 ...
conversations.from: assistant
conversations.value: The completion of this text could be: (Signature page follows) 22 Source: RANGE RESOURCES - LOUISIANA, INC.
conversations.from: human
conversations.value: More spans: 8-K, 4/17/2015 IN WITNESS WHEREOF, the Parties have executed this Agreement to [spans 1] Date. CARRIER: PennTex North Louisiana Operating, LLC By: /s/ Robert O. Bond Name: Robert [spans 2].
conversations.from: assistant
conversations.value: spans 1: be effective as of the Effective 
  spans 2: O
conversations.from: human
conversations.value: What could be the completion of this text: Bond Title: Chief Operating Officer SHIPPER: MRD Operating LLC By: Memorial Resource Development Corp. , its sole member By: /s/ Kyle Roane Name: Kyle N. Roane Title: Senior Vice President Signature page ...
conversations.from: assistant
conversations.value: The completion of this text could be: to the Transportation Services Agreement (MRD Operating LLC) Source: RANGE RESOURCES - LOUISIANA, INC. , 8-K, 4/17/2015 TARIFF (See Attached) Source: RANGE RESOURCES - LOUISIANA, INC.
conversations.from: human
conversations.value: More words: 0 (PennTex North Louisiana Operating, LLC) LOCAL [words 1] RATES, RULES, AND REGULATIONS GOVERNING THE [words 2] PIPELINE The provisions published herein will, if effective, not result in [words 3] quality of human environment. Filed in compliance [words 4] C. F. R. § 342.2(a) (Establishing [words 5] rates).
conversations.from: assistant
conversations.value: words 1: TARIFF CONTAINING 
  words 2: TRANSPORTATION OF NATURAL GAS LIQUIDS BY 
  words 3: an effect on the 
  words 4: with 18 
  words 5: initial
conversations.from: human
conversations.value: More spans: This tariff publication is subject to refund pending [spans 1] period. ) ISSUE DATE: ( ), 2015 EFFECTIVE DATE: ( ), 2015 Issued and Compiled by: (Contact [spans 2] 77043 (phone) (facsimile) Source: RANGE RESOURCES - LOUISIANA, INC. , 8-K, 4/17/2015 FERC ICA OIL TARIFF F. E. R. C. No.1.0.
conversations.from: assistant
conversations.value: spans 1: a 30-day review 
  spans 2: name) (PennTex North Louisiana LLC) 11931 Wickchester Lane, Suite 300 Houston, TX
conversations.from: human
conversations.value: What could be the completion of this text: 0 TABLE OF CONTENTS SECTION I TABLE OF RATES 3 SECTION II RULES AND REGULATIONS 4 ...
conversations.from: assistant
conversations.value: The completion of this text could be: 1. DEFINITIONS 4 2. COMMODITY 5 3. PRODUCT SPECIFICATIONS 5 4. IDENTITY OF PRODUCTS 7 5.
conversations.from: human
conversations.value: More words: MINIMUM TENDER 9 8. MEASUREMENT AND EVIDENCE ... 9 9.
conversations.from: assistant
conversations.value: words 1: OF RECEIPTS AND DELIVERIES
conversations.from: human
conversations.value: What could be the completion of this text: ORIGINATION FACILITIES 10 10. STORAGE OF PRODUCTS IN TRANSIT 10 11. DESTINATION FACILITIES 10 12. NOTICE OF ARRIVAL, DELIVERY AT DESTINATION 10 13. TITLE 11 14. RATES APPLICABLE 11 15. RATES APPLICABLE ...
conversations.from: assistant
conversations.value: The completion of this text could be: FROM INTERMEDIATE POINTS 11 16. PAYMENT OF TRANSPORTATION CHARGES 11 17. LIABILITY OF CARRIER 14 18.
conversations.from: human
conversations.value: More spans: CLAIMS, SUITS, AND TIME FOR FILING [spans 1] 19. CONNECTION POLICY 14 20. COMMON STREAM - CONNECTING CARRIERS 14 21.
conversations.from: assistant
conversations.value: spans 1: 14
conversations.from: human
conversations.value: What could be the completion of this text: DEDICATED RATES 15 22. INCENTIVE RATES 15 ...
conversations.from: assistant
conversations.value: The completion of this text could be: 2 Source: RANGE RESOURCES - LOUISIANA, INC.
conversations.from: human
conversations.value: What could be the completion of this text: 8-K, 4/17/2015 FERC ICA OIL TARIFF F. E. R. C. No.1.0.0 SECTION ...
conversations.from: assistant
conversations.value: The completion of this text could be: I TABLE OF RATES Uncommitted Rates From (Note 1) To (Note 2)...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Uncommitted Rate in Dollars per Barrel of 42 U.S. Gallons Lincoln Parish, Louisiana Interconnection near Ada, Bienville Parish, Louisiana $ 1.85 Dedicated Rates (Note 3) From (Note 1) To (Note 2) Dedicated...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Rate in Dollars per Barrel of 42 U. S.
conversations.from: human
conversations.value: More spans: Gallons Lincoln Parish, Louisiana Interconnection near Ada, Bienville Parish, Louisiana $ 1.68 Incentive Rates (Note 4) From (Note 1) To (Note 2) Monthly Volume in Barrels Per [spans 1] U.S. Gallons Lincoln Parish, Louisiana Interconnection near Ada, [spans 2].
conversations.from: assistant
conversations.value: spans 1: Day Incentive Rate in Dollars per Barrel of 42 
  spans 2: Bienville Parish, Louisiana 0 - 2,500 2,501 or greater $ $ 1.68 1
conversations.from: human
conversations.value: More spans: 47 Note 1: The receipt points are the PennTex processing plants in Lincoln Parish, Louisiana. [spans 1] Company near Ada, Bienville Parish, Louisiana.
conversations.from: assistant
conversations.value: spans 1: Note 2: The delivery point is the interconnection with Black Lake Pipeline
conversations.from: human
conversations.value: What could be the completion of this text: Note 3: Dedicated Rates are applicable to a Dedicated Shipper as provided for in Item 21 of this Tariff. Note 4: Incentive Rates are applicable to an Incentive Shipper as provided for in Item 22 of this Tariff.3 Source: RANGE RESOURCES - LOUISIANA, INC. ...
conversations.from: assistant
conversations.value: The completion of this text could be: , 8-K, 4/17/2015 FERC ICA OIL TARIFF F. E. R. C. No.1.0.0 SECTION II RULES AND REGULATIONS 1. DEFINITIONS: "Barrel" means a barrel of forty-two (42) gallons, United States measurement at sixty (60) degrees Fahrenheit and zero (0) pounds per square inch gauge pressure.
conversations.from: human
conversations.value: More spans: "Business Day" means Monday through Friday of each week, excluding banking holidays. [spans 1] company. "Committed Volume" means the volume of [spans 2].
conversations.from: assistant
conversations.value: spans 1: "Carrier" means (PennTex North Louisiana Operating, LLC), a Delaware limited liability 
  spans 2: Product that an Incentive Shipper has committed to be transported on the System, or make a deficiency payment in connection therewith, for a number of years as mutually agreed upon in the Incentive Shipper's TSA
conversations.from: human
conversations.value: More spans: "Common Stream(s)" means Product moved through the System that is commingled or intermixed with other Product in the System. "Consignee" means the party to whom a Shipper has [spans 1] Product. "Dedicated Product" means Product that [spans 2] as mutually agreed upon in the Dedicated Shipper's TSA. "Dedicated Rates" means the rates set out [spans 3] Product. "Dedicated Shipper" has the meaning set out [spans 4].
conversations.from: assistant
conversations.value: spans 1: ordered the delivery of 
  spans 2: a Dedicated Shipper has dedicated to be transported on the System but as to which Shipper has no obligation to make a deficiency payment, 
  spans 3: in Section I of this Tariff paid by a Dedicated Shipper pursuant to a TSA that has Dedicated 
  spans 4: in Item No.21 of this Tariff
conversations.from: human
conversations.value: What could be the completion of this text: "Delivery Point" means points on the System where Product is delivered to Shipper or its Consignee, as such points are specified by Carrier from ...
conversations.from: assistant
conversations.value: The completion of this text could be: time to time in this Tariff. "Incentive Rates" means the rates set out in Section I of this Tariff paid by an Incentive Shipper...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: pursuant to a TSA that has a Committed Volume.
conversations.from: human
conversations.value: More words: "Incentive Shipper" has the meaning set out in [words 1].
conversations.from: assistant
conversations.value: words 1: Item No.21 of this Tariff
conversations.from: human
conversations.value: More words: "Nomination" or "Nominate" means a written offer (in form [words 1] Carrier) made by a Shipper or [words 2] to Carrier of a stated quantity of [words 3] a specified Receipt Point to a [words 4] accordance with this Tariff. "Product(s)" means [words 5] natural gas liquids comprised primarily of [words 6] butane, iso- pentane, normal pentane, hexanes [words 7] hydrocarbons, incidental volumes of methane, as well as [words 8] compounds. "Receipt Point" means points where [words 9] as such points are specified by [words 10] time to time in this Tariff.
conversations.from: assistant
conversations.value: words 1: and context specified by 
  words 2: its designee 
  words 3: Product for transportation from 
  words 4: specified Delivery Point in 
  words 5: a demethanized mixture of 
  words 6: ethane, propane, iso-butane, normal 
  words 7: and heavier 
  words 8: other non-hydrocarbon 
  words 9: Product is received into the System, 
  words 10: Carrier from
conversations.from: human
conversations.value: What could be the completion of this text: "Shipper" means the party that contracts with Carrier for transportation of Products on ...
conversations.from: assistant
conversations.value: The completion of this text could be: the System in accordance with this Tariff.4 Source: RANGE RESOURCES - LOUISIANA, INC.
conversations.from: human
conversations.value: What could be the completion of this text: 8-K, 4/17/2015 FERC ICA OIL TARIFF F. E. R. C. No.1.0.0 "System" means Carrier's pipeline system and all related facilities necessary for Carrier to ...
conversations.from: assistant
conversations.value: The completion of this text could be: provide transportation service from the Receipt Points to the Delivery Points.
conversations.from: human
conversations.value: What could be the completion of this text: 0 or subsequent reissues thereof. "Tender" or "Tendered" means an offer of delivery by a Shipper to Carrier of a stated quantity of Products for transportation from a specified ...
conversations.from: assistant
conversations.value: The completion of this text could be: Receipt Point to a specified Delivery Point in accordance with this Tariff. "TSA" means a Transportation Services Agreement executed by Carrier and a Shipper for transportation on the System.
conversations.from: human
conversations.value: More words: "Uncommitted Rate" means the rate set out in Section I of this Tariff [words 1] that is not an Incentive Shipper [words 2] Shipper.2. COMMODITY: Carrier is engaged in the transportation [words 3] Product as defined herein and therefore will not [words 4] under this Tariff.3. PRODUCT SPECIFICATIONS: Subject to any provisions to [words 5] TSA between Carrier and Shipper: A. [words 6] shall not Tender Product for transportation on the System unless [words 7] susceptible to transportation through the System, [words 8] damage the Common Stream or the System, and such Product otherwise conforms to the [words 9] No.3. B. As a prerequisite to transportation [words 10] Product must also conform to the [words 11] connectingcarrier or facility at the Nominated Delivery Point. [words 12].
conversations.from: assistant
conversations.value: words 1: paid by a Shipper 
  words 2: or a Dedicated 
  words 3: of 
  words 4: accept any other commodity for transportation 
  words 5: the contrary in a 
  words 6: Shipper 
  words 7: the Product will be readily 
  words 8: such Product will not adversely 
  words 9: specifications set forth in this Item 
  words 10: on the System, Shipper's 
  words 11: quality specifications of the 
  words 12: C
conversations.from: human
conversations.value: More words: Shipper shall perform applicable tests to ensure [words 1] delivery on the System conforms to the specifications set forth in this Item No.3.
conversations.from: assistant
conversations.value: words 1: that the Product it Tenders to Carrier for
conversations.from: human
conversations.value: What could be the completion of this text: Should spot samples, analyses, or any other test (including tests performed by Carrier) indicate that the Product Tendered or to be Tendered does not ...
conversations.from: assistant
conversations.value: The completion of this text could be: meet the specifications required by Carrier, Shipper agrees to stop delivery of such off-specification Product to Carrier until such time as it is determined...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: by additional testing that the Product meets the definition of Product issued by Carrier.5 Source: RANGE RESOURCES - LOUISIANA, INC.
conversations.from: human
conversations.value: What could be the completion of this text: 8-K, 4/17/2015 FERC ICA OIL TARIFF F. E. R. C. ...
conversations.from: assistant
conversations.value: The completion of this text could be: No.1.0.0 D. The specifications set forth in this Item No.
conversations.from: human
conversations.value: What could be the completion of this text: 3 shall apply to each Barrel of Shipper's Tender and shall not be ...
conversations.from: assistant
conversations.value: The completion of this text could be: limited to the compositesample of the Tender. PRODUCT SPECIFICATIONS MAXIMUM TEST METHOD 1.
conversations.from: human
conversations.value: What could be the completion of this text: Composition: Predominantly Ethane, Propane, Butanes & Natural Gasoline ASTM D-2163 (C5 Plus) Methane 1.5% ...
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conversations.value: The completion of this text could be: of Ethane1 ASTM D-2163 Total Olefins None ASTM D-2163 Total Fluorides None UOP 619 2.
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conversations.value: More spans: Vapor Pressure: At 100°F. PSIG 600 ASTM ...
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conversations.value: spans 1: D-1267
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  2. Vapor Pressure: At 100°F. PSIG 600 ASTM D-1267
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conversations.value: 3. Corrosiveness: Copper Strip at 100°F 1-b ASTM D-1838
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conversations.value: 4. Total Sulfur: PPM by Weight in Liquid 150 ASTM D-3246
  5. Carbon Dioxide: PPM by Weight 1000 GPA 2177
  6. Distillation: End Point, °F 375 ASTM D-216
  7. Dryness: Free Water None Visual
  8. Color: Saybolt Number Plus 25 (Minimum) ASTM D-156
  E. Carrier reserves the right to reject all Tenders or any part thereof and refuse transportation for such Tender, if Carrier determines, in its discretion, reasonably exercised, that Shipper has delivered Product that (i) does not conform to the quality specifications set forth in this Item No. 3, (ii) is not merchantable, (iii) is not readily acceptable for transportation through the System, (iv) would otherwise adversely affect the System or other Products on the System, and/or (v) would, in Carrier's sole judgment, expose employees of Carrier or the System to an undue risk of harm or property damage.
   F. In the event Shipper delivers Product to the System that does not meet, individually and collectively, the quality specifications set forth in this Item No. 3, Carrier may exclude such Shipper from further entry into applicable segments of the System until such time as the Shipper returns the quality of its Product to a level satisfactory to Carrier. 1 Methane in excess of limits stated herein, as measured on each Shipper's individual plant stream, shall be considered as contaminant and product so contaminated will not be received by Carrier. However, it is recognized that product so contaminated may be received by Carrier without Carrier's knowledge. During any period in which Shipper's product exceeds the specification, at Carrier's option, Carrier shall have the right to deduct the methane content in excess of the specification from Shipper's desired volume, but Shipper will nevertheless be required to pay the tariff rate on total volume of methane shipped. 6
  Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015
  FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0
  G. Carrier is not responsible for monitoring receipts or deliveries for contaminants. Further, Carrier reserves the right to dispose of any contaminated Product on the System. Disposal thereof may be made in any reasonable manner including but not limited to commercial sales. Any liability associated with the contamination or disposal of any Products shall be borne by Shipper introducing the contaminated Products into the System. Shipper liability includes, but is not limited to, claims from other Shippers, carriers, or users of the contaminated Products and the costs of any regulatory or judicial proceeding.
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conversations.value: H. If Product received by Carrier does not meet the quality specifications set forth in this Item No. 3, Carrier reserves the right to charge the Shipper the greater of (i) the actual costs and expenses incurred by Carrier to treat, handle, or otherwise dispose of all such contaminated Product, or (ii) a one-hundred (100) cents per Barrel charge for the volume of contaminated Product transported by Shipper ("Off-Spec Penalty"). If a composite sample, spot sample, or the results of any other test demonstrates that a Shipper's Product delivered to Carrier fails to meet the quality specifications set forth in this Item No. 3, the total penalty will be assessed by multiplying the Off-Spec Penalty by the total volume of Shipper's Product (in barrels) received by Carrier during the ticket period when Carrier received the contaminated Product.
   4. IDENTITY OF PRODUCTS:
  Subject to any provisions to the contrary in a TSA between Carrier and Shipper:
   A. Carrier shall not be liable to Shipper for changes in gravity or quality of Shipper's Products that may occur from commingling or intermixing Shipper's Products with other Products in the same Common Stream while in transit. Carrier is not obligated to deliver to Shipper the identical Product nominated by Shipper; Carrier will deliver the Product it is regularly transporting as a Common Stream.
   B. Carrier shall have no responsibility in, or for, any revaluation or settlements that may be deemed appropriate by Shippers and/or Consignees because of mixing or commingling of Products between the receipt and delivery of such shipments by Carrier within the same Common Stream.
   C. Carrier shall not be required to transport Product except with reasonable diligence, considering the quality of the Product, the distanceof transportation and other material elements. Carrier cannot commit to delivering Product to a particular destination, at a particular time.
   5. NOMINATIONS AND SCHEDULING:
  A. Product for shipment through the System will be received only on a properly executed Nomination from Shipper or its designee showing the Receipt Point at which the Product is to be received, the Delivery Point of the shipment, Consignee (if any), and the amount of Product to be transported. Carrier may refuse to accept Product for transportation unless satisfactory evidence is furnished that Shipper or Consignee has made provision for prompt receipt thereof at the Delivery Point. Carrier shall not be obligated to accept Product for transportation during any calendar month, unless Shipper or its designee makes such Nomination to Carrier in writing on or before 9:00 a.m., prevailing Central Time of the tenth (10t h) Business Day immediately preceding the first day of the month during which the transportation under the Nomination is to begin. 7
  Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015
  FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0
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conversations.value: B. Carrier may refuse to accept Product for transportation where Shipper or Consignee is not in compliance with other provisions of this Tariff or where Shipper or Consignee has failed to comply with all applicable laws, rules and regulations made by any governmental authorities regulating shipments of Products.
   C. Unless Shipper and Carrier have agreed otherwise in a TSA, Carrier reserves the right to control in its discretion the component distribution in the Product tendered by Shipper or its designee, in order to achieve maximum operating efficiency of Carrier's facilities and optimum utilization of total transportation capacity. Carrier shall use reasonable judgment in exercising that discretion.
  D. The rate at which Product is delivered to Carrier and redelivered from Carrier will be determined by Carrier's transportation and redelivery obligations to its shippers and by the necessity of economical use and efficient operation of Carrier's facilities, which shall be determined by Carrier in the exercise of its reasonable judgment. Carrier will assume no liability for its inability to maintain schedules or comply with Shipper's redelivery requests when caused by operational or scheduling problems, excess demand, delays and other problems encountered in pipeline operations.
   6. NOMINATIONS IN EXCESS OF CAPACITY:
  When there is offered to Carrier quantities of Product greater than can be transported on the System, Carrier shall allocate the available transportation capacity on the System ("Available Capacity"). Allocation will be given as a daily or monthly volume, at Carrier's discretion, and will be calculated for the calendar month.
  New Shippers will have access to a minimum of ten percent (10%) of the Available Capacity and Historical Shippers will have access to a maximum of ninety percent (90%) of the Available Capacity.
  Carrier shall allocate up to ninety percent (90%) of the Available Capacity on a non-discriminatory historical basis to all Historical Shippers. Each individual Historical Shipper's entitlement will be based on (i) the average monthly volumes of the Historical Shipper's Representative Period, based on the greater of the volumes transported or paid for during each month of the Representative Period or (ii) for an Incentive Shipper, based on the Incentive Shipper's Committed Volume on a yearly basis.
  The remaining ten percent (10%) of the Available Capacity shall be allocated on a prorata basis to New Shippers. Carrier is not required to allocate more than two percent (2%) of the Available Capacity to any individual New Shipper.
  The Carrier will repeat this allocation process until all of the Available Capacity has been allocated.
  Allocation will not be transferred. With agreement of the Shippers concerned, historical volume will be transferred under the following conditions:
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conversations.value: • No commercial transaction occurs between the participating shippers with regard to historical volumes.
   • The transfer is irrevocable.
   • The request to transfer must be the result of an unusual situation as may be reasonably determined by Carrier. 8
  Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015
  FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0 For the purposes of this Item No. 6:
   • "New Shipper" means a Shipper that is not a Historical Shipper.
   • "Historical Shipper" means a Shipper that has shipped, or paid for the shipment of, Product on the System during theRepresentative Period.
   • "Representative Period" means a consecutive twelve (12) month period, beginning thirteen (13) months prior to the month beingallocated and excluding the month preceding the month of allocation.
   7. MINIMUM TENDER:
  Products of the required specifications shall be Tendered for transportation in quantities of not less than 2,500 Barrels of the same specification, except that Carrier may, in its sole discretion, accept any quantity of Product if such quantity can be consolidated with other Product such that Carrier can make a single delivery of not less than 2,500 Barrels. The term "single delivery" as used herein means a delivery of Product in one continuous operation to one or more Consignees into a single facility, furnished by such Consignee or Consignees, to which Carrier is connected.
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conversations.value: 8. MEASUREMENT AND EVIDENCE OF RECEIPTS AND DELIVERIES:
  A. Carrier or its representative will measure and test all Product Tendered for transportation prior to its receipt and may measure and test such Product at any time thereafter. Shipper or Consignee may be present or represented at the gauging and testing. Quantities shall be determined in accordance with applicable A.P.I. Manual of Petroleum Measurement Standards and applicable Gas Processors Association procedures.
  B. Any overage or shortage not due to the negligence of Carrier, including losses resulting from shrinkage, evaporation, other physical Product loss and interface mixture in any calendar month, will be allocated on a monthly accrual basis among Shippers in the proportion that the total number of Barrels delivered from the entire System for each Shipper bears to the total number of Barrels delivered from the entire System for all Shippers.
  C. Carrier may require Shipper to furnish a certificate setting forth in detail the specification of each shipment of Product offered for transportation hereunder, and Shipper shall be liable for any contamination or damage to other Product in Carrier's custody or to the System or other Carrier facilities caused by failure of the Product Tendered to meet the specifications stated in Shipper's certification. Carrier may, but shall not be required to, sample and/or test any shipment prior to acceptance or during receipt of shipment, and, in the event of variance between the specifications contained in said certificate and the specifications indicated by Carrier's test, Carrier's test result shall prevail and be used to determine whether the shipment meets Carrier's specifications. Shipper or Consignee may be present or represented at such measuring and testing.
   D. A representative of Carrier shall have the right to enter upon the premises where Shipper's Product is received or delivered and have access to any and all storage receptacles or meters for the purposes of measuring and testing and to make any examination, inspection, measurement or test required.
   E. All measurements and tests performed by Carrier shall be deemed final and determinative unless Shipper presents appropriatedocumentation to contest such measurements and/or tests within forty-five (45) days of receipt. 9
  Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015
  FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0 9. ORIGINATION FACILITIES:
  With respect to the Receipt Point, and any additional Receipt Points (if Carrier determines that it will offer connections beyond those contemplated in this Tariff): (1) Products will be received only from pipelines or plant facilities that are provided by Shipper or Shipper's designee, or a connecting carrier; (2) Carrier will determine and advise Shippers of the size and capacity of pipelines and tanks to be provided at the Receipt Point to meet the operating conditions of Carrier's facilities at such point; (3) Carrier will not accept Products for transportation unless such facilities have been provided and conform to the operating requirements of Carrier in Carrier's sole discretion; and (4) The cost of such facilities shall be provided at the sole cost of Shipper seeking access to the System.
   10. STORAGE OF PRODUCTS IN TRANSIT:
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   11. DESTINATION FACILITIES:
  Carrier will accept Products for transportation only when Shipper or Consignee has provided the necessary facilities for taking delivery of the shipment as it arrives at the Delivery Point. Carrier will not accept Product for transportation unless such facilities have been provided and conform to the operating requirements of Carrier in Carrier's sole discretion. Unless otherwise agreed in a TSA between Carrier and Shipper, the cost of such facilities shall be provided at the sole cost of Shipper seeking access to the System.
   12. NOTICE OF ARRIVAL, DELIVERY AT DESTINATION:
  After a shipment has had time to arrive at destination, Carrier may begin delivery of such shipment from its common stock to Shipper or Consignee at Carrier's current rate of pumping. Shipper shall timely remove Product, or cause Product to be removed, from the System following transportation to a Nominated Delivery Point. If Shipper or Consignee is unable or refuses to receive said shipment, a demurrage charge of one dollar ($1.00) per Barrel per twenty-four (24) hours shall accrue from the time said notice expires on that part of such shipment which is not received by Shipper or Consignee. In addition to such demurrage charge, Carrier shall have the right to make such disposition of unremoved Product as is necessary for the efficient operation of the System, and Shipper shall pay Carrier all charges associated with such disposition the same as if Shipper had authorized such, together with any associated additional costs and damages borne or incurred by Carrier. Shipper shall indemnify Carrier for all losses associated with unremoved Product and Carrier's disposition of unremoved Product. Carrier shall have no liability to Shipper associated with Shipper's unremoved Product or Carrier's disposition of unremoved Product.
   13. TITLE:
  Carrier may require of Shipper satisfactory evidence of its perfected and unencumbered title of any Product Tendered for shipment on the System. Carrier shall have the right to reject any Product, when Tendered for transportation, that may be involved in litigation, the title of which may be in dispute, or which may be encumbered by a lien or charge of any kind (other than the lien created hereunder in favor of Carrier and any liens permitted under a TSA between Carrier and Shipper).
  At the time of Nomination, Shipper shall inform Carrier if any Product Nominated and/or to be Tendered to Carrier for transportation (i) may be involved in litigation, (ii) may be subject to a title dispute, or (iii) may be encumbered by a lien or charge of any kind (other than the lien created hereunder in favor of Carrier and any liens permitted under a TSA between 10
  Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015
  FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0 Carrier and Shipper) ("Encumbered Product"). In the event Carrier receives such Shipper notice of Encumbered Product or otherwise learns that Shipper has or will Nominate or Tender Encumbered Product, Carrier may require Shipper to provide a satisfactory indemnity bond, pre- payment of transportation charges, or a subordination agreement from the applicable lienholder, all to be determined in Carrier's sole discretion. Shipper agrees to hold Carrier harmless for any and all loss, cost, liability, damage and/or expense resulting from failure of title thereto; provided that acceptance for transportation shall not be deemed a representation by Carrier as to title.
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conversations.value: 14. RATES APPLICABLE:
  Product accepted for transportation shall be subject to the rates in effect on the date of receipt by Carrier, irrespective of the date of the Nomination.
   15. RATES APPLICABLE FROM INTERMEDIATE POINTS:
  For shipments accepted for transportation from any point not named in this Tariff making reference hereto which is intermediate to a point from which rates are published in said tariffs, through such unnamed point, the rate published therein from the next more distant Receipt Point specified in the tariff will apply from such unnamed point. For shipments accepted for transportation to any point not named in tariffs making reference hereto which is intermediate to a point to which rates are published in said tariffs, through such unnamed point, the rate published therein to the next more distant Delivery Point specified in the tariff will apply. Continuous use of intermediate point rate application for more than thirty (30) days requires establishment of a rate for the transportation service.
   16. PAYMENT OF TRANSPORTATION CHARGES:
  Subject to any provisions to the contrary in a TSA between Carrier and Shipper:
   A. Shipper or Consignee shall pay, as provided below, all applicable transportation and other charges (including any deficiency paymentsset out in a TSA) accruing on Products handled by Carrier.
   B. All payments are due on the later of: (1) within fifteen (15) days of receipt of the invoice; (2) the twenty-seventh (27th) of the month following receipt of the invoice, or; (3) if the twenty-seventh (27th) of the month following receipt of the invoice is not a Business Day, on the next Business Day thereafter.
  C. Unless provided otherwise in a TSA between Carrier and Shipper, if any charge remains unpaid after the due date, then such amount due may bear interest from the day after the due date until paid, calculated at an annual rate equivalent to the greater of (1) one percent (1%) or (2) the maximum rate allowed by law. In addition, Shipper shall pay all documented costs incurred by Carrier to collect any unpaid amounts, including reasonable attorney fees and costs incurred by Carrier.
  D. In the event Shipper fails to pay any such charges when due, Carrier shall not be obligated to provide Shipper access to the System or provide services pursuant to this Tariff until such time as payment is received by Carrier and Shipper meets the requirements of the following paragraph. In addition, in the event Shipper fails to pay any such charges when due, Carrier shall have the right to set off such amounts owed and future amounts owed against any amounts Carrier owes Shipper. 11
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conversations.value: Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015
  FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0
  E. All prospective shippers shall, twenty-five (25) days prior to making their first Nomination, provide information to Carrier that will allow Carrier to determine the prospective shipper's capacity to perform any financial obligations that could arise from the transportation of that prospective shipper's Product under the terms of this Tariff, including the payment of transportation charges, equalization obligations, the value of any loss allowance, and any negative balance positions. At any time, upon the request of Carrier, Shipper shall, within ten (10) days of such request, provide information to Carrier that will allow Carrier to determine Shipper's capacity to perform any financial obligations that could arise from the transportation of that Shipper's Product under the terms of this Tariff, including the payment of transportation charges, equalization obligations, the value of any loss allowance, and any negative Shipper balance positions. Carrier shall not be obligated to accept Product for transportation from any Shipper or prospective shipper if such Shipper or prospective shipper fails to provide the requested information to Carrier within the time periods set forth herein, or if Carrier's review of the requested information reveals that such Shipper or prospective shipper does not have the capacity to perform any financial obligations that could arise from the transportation of its Product under the terms of this Tariff, including the payment of transportation charges, equalization obligations, the reasonably determined value of any loss allowance, and any negative balance positions.
   F. Subject to the provisions of Item No. 16(G), Carrier upon notice to Shipper or prospective shipper, may require one or more of the following financial assurances for the payment of all charges and costs as provided for in this Tariff, or otherwise lawfully due to Carrier to be provided at the expense of such Shipper or prospective shipper:
  i. payment security by wire transfer in an amount equal to two and a half months of transportation charges based on Shipper's or prospective shipper's likely actual shipments for the production month for each applicable line segment. For purposes of this rule, a prospective shipper's likely actual shipments will be based on the anticipated shipments listed in such prospective shipper's shipper application; or
   ii. a letter of credit in favor of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonablyaccrue due to Carrier in a form and from an institution acceptable to Carrier; or
   iii. a guaranty from a guarantor acceptable to Carrier.
  G. In the event that Carrier reasonably determines that: (i) any Shipper's financial condition is or has become impaired or unsatisfactory; (ii) any financial assurances previously provided by Shipper no longer provide adequate security for the performance of such Shipper's obligations that could arise from the transportation of its Product under the terms of this Tariff; or (iii) Carrier otherwise determines that it is necessary to obtain financial assurances from any Shipper or prospective shipper, then such Shipper or prospective shipper shall provide financial assurances for the payment of the charges and costs as provided for in this Tariff or otherwise lawfully due to Carrier relating to the transportation of such Shipper's or prospective shipper's Product by Carrier. For the purpose of this Tariff, and without limiting the generality of the charges and costs lawfully due to Carrier relating to the transportation of Shipper's Product, those charges and costs shall include transportation charges, equalization obligations, any negative Shipper balance positions, and any loss allowance. 12
  Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015
  FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0
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conversations.value: H. Any financial assurances received by Carrier in accordance with Item No. 16(F)(i) shall be retained by Carrier in a non-interest-bearing escrow account until such time as Carrier determines that the Shipper or prospective shipper that provided such Financial Assurance is capable of performing its financial obligations to Carrier. Within ten (10) business days of such a determination by Carrier, the Financial Assurance provided in accordance with Item No. 16(F)(i) shall be returned to such Shipper or prospective shipper.
  I. Carrier shall have a self-executing lien on all Products delivered to Carrier to secure the payment of any and all charges that are owed to Carrier. Such lien shall survive delivery of Products to Shipper. Such lien shall extend to all Products in Carrier's possession beginning with Shipper's first receipt of transportation or other services from Carrier. The lien provided herein shall be in addition to any lien or security interest provided by this Tariff, statute or applicable law. Carrier may withhold delivery to Shipper of any of Shipper's Products in its possession and exercise any other rights and remedies granted under the applicable tariffs or existing under applicable law until all such charges have been paid as provided above.
  J. If Shipper fails to pay an invoice by the due date, Carrier will notify Shipper of the failure, and if Shipper has not remedied the failure within thirty (30) days following receipt of notice from Carrier, in addition to any other remedies under this Tariff or under applicable law, Carrier shall have the right, either directly or through an agent, to sell any Products of such Shipper in Carrier's custody at public auction, on any day not a legal holiday, not less than forty-eight (48) hours after publication of notice of such sale in a daily newspaper of general circulation published in the town, city, or general area where the sale is to be held, stating the time and place of sale and the quantity and location of the Products to be sold. At said sale, Carrier shall have the right to bid, and, if it is the highest bidder, to become the purchaser. The proceeds of any sale shall be applied in the following order: (1) To the reasonable expenses of holding, preparing for sale, selling, and to the extent allowed by law, reasonable attorney's fees and legal expenses incurred by Carrier; and (2) To the satisfaction of Shipper's indebtedness including interest herein provided from the date payment is due. The balance of the proceeds of the sale remaining, if any, shall be paid to Shipper or, if there is a dispute or claim as to entitlement, held for whoever may be lawfully entitled thereto. Carrier will have a claim for and against Shipper with respect to any deficiency arising from the debt due to Carrier from Shipper and the proceeds of any sale after reduction as set forth above.
   17. LIABILITY OF CARRIER:
  Carrier shall not be liable for, and Shipper hereby waives any claims against Carrier for, any loss or damage to Products prior to the delivery of Products at the Receipt Point(s) and after delivery of Products at the Delivery Point(s).
   18. CLAIMS, SUITS, AND TIME FOR FILING:
  As a condition precedent to recovery by Shipper for loss, damage, or delay in receipt or delivery of Shipper's Products for which Carrier may be responsible, Shipper's claim must be filed in writing with Carrier within nine (9) months after delivery of the affected Products, or, in case of Carrier's failure to make delivery of Shipper's Products, then within nine (9) months after a reasonable time for delivery has elapsed; and suits shall be instituted against Carrier only within two (2) years and one (1) day from the day when notice in writing is given by Carrier to Shipper that Carrier has disallowed the claim or any part or parts thereof specified in the notice. Where claims are not filed or suits are not instituted by Shipper on such claims in accordance with the foregoing provisions, such claims will not be paid and Carrier will not be liable. 13
  Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015
  FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0 19. CONNECTION POLICY:
  If Carrier determines that it will offer connection service, this Item No. 19 shall apply. In that event, (1) Carrier will only consider connections to the System that are made by formal written application to Carrier, in accordance with Carrier's connection policy; (2) All connections will be subject to design requirements necessary to protect the safety, security, integrity and efficient operation of the System in accordance with generally accepted industry standards; and (3) Acceptance of any request for connection will be within the sole discretion of Carrier and will be subject to compliance with governmental regulations.
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conversations.value: 20. COMMON STREAM - CONNECTING CARRIERS:
  A. When receipts from and/or deliveries to a connecting carrier of substantially the same grade of Product are scheduled at the same interconnection or at interconnections along the same pipeline system, Carrier reserves the right, with cooperation of the connecting carrier, to offset like volumes of such Common Stream Product in order to avoid capacity constraints or the unnecessary use of energy which would be required to physically pump the offsetting volumes. When this right is exercised, Carrier will make the further deliveries for Shipper involved from its Common Stream Product.
   B. Sediment, water and quality limitations of a connecting carrier may be imposed upon Carrier. When such limitations of the connectingcarrier vary from that of Carrier, the limitations of the connecting carrier will be enforced.
   21. DEDICATED RATES
  A shipper who has executed a TSA that has Dedicated Product shall be referred to herein as a "Dedicated Shipper." As provided in its TSA, a Dedicated Shipper shall be entitled to the applicable Dedicated Rate set out in Section I of this Tariff. A Shipper that is not an Incentive Shipper or Dedicated Shipper shall pay the applicable Uncommitted Rate set out in Section I of this Tariff.
   22. INCENTIVE RATES
  A shipper who has executed a TSA that has a Committed Volume shall be referred to herein as an "Incentive Shipper." As provided in its TSA, an Incentive Shipper shall be entitled to the applicable Incentive Rate set out in Section I of this Tariff. A Shipper that is not an Incentive Shipper or Dedicated Shipper shall pay the applicable Uncommitted Rate set out in Section I of this Tariff. 14
  Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015
  COMMENCEMENT DATE FACILITIES
  Pipeline Facilities
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conversations.value: • 27 miles of 10" pipeline between the Lincoln Parish Plant and the Delivery Point
  Delivery Point
   • DCP Black Lake Pipeline
  Receipt Point
   • Lincoln Parish Plant (owned by Carrier or its Affiliate)
   • Mount Olive Plant (owned by Carrier or its Affiliate)
  Miscellaneous Appurtenant Facilities (launchers/receivers, etc.)
  Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015
  SCHEDULE A
  RECEIPT POINTS, DELIVERY POINT, AND RATES
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conversations.value: Receipt Points Delivery Point Dedicated Rate Lincoln Parish Plant Mount Olive Plant DCP Black Lake Ada, LA $ 1.68
  Source: RANGE RESOURCES - LOUISIANA, INC., 8-K, 4/17/2015
conversations.from: human
conversations.value: The name of the contract?
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conversations.value: TRANSPORTATION SERVICES AGREEMENT
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conversations.value: The two or more parties who signed the contract?
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conversations.value: * Shipper and Carrier may be referred to individually as a "Party," or collectively as the "Parties."
  * Shipper
  * MRD Operating LLC
  * PennTex North Louisiana Operating, LLC
  * Carrier
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conversations.value: The date of the contract?
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conversations.value: 14t h day of April, 2015
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conversations.value: The date when the contract is effective ?
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conversations.value: 14t h day of April, 2015
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conversations.value: On what date will the contract's initial term expire?
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conversations.value: This Agreement shall commence on the Effective Date and continue in full force and effect until the end of the fifteenth (15th) Contract Year, and shall continue in full force and effect thereafter until terminated by either Party by providing thirty (30) calendar days' prior written notice of termination to the other Party (such fifteen (15) Contract Year period, as may be further extended as provided herein is referred to as the "Term").
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conversations.value: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice?
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conversations.value: This Agreement shall commence on the Effective Date and continue in full force and effect until the end of the fifteenth (15th) Contract Year, and shall continue in full force and effect thereafter until terminated by either Party by providing thirty (30) calendar days' prior written notice of termination to the other Party (such fifteen (15) Contract Year period, as may be further extended as provided herein is referred to as the "Term").
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conversations.value: What is the notice period required to terminate renewal?
conversations.from: assistant
conversations.value: This Agreement shall commence on the Effective Date and continue in full force and effect until the end of the fifteenth (15th) Contract Year, and shall continue in full force and effect thereafter until terminated by either Party by providing thirty (30) calendar days' prior written notice of termination to the other Party (such fifteen (15) Contract Year period, as may be further extended as provided herein is referred to as the "Term").
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement shall be governed and construed in accordance with the laws of the state of Texas without giving effect to the conflict of law rules thereof.
conversations.from: human
conversations.value: Is there a requirement on a party not to disparage the counterparty?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.
conversations.from: human
conversations.value: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?
conversations.from: assistant
conversations.value: Yes. 
  * New Shippers will have access to a minimum of ten percent (10%) of the Available Capacity
  * Products of the required specifications shall be Tendered for transportation in quantities of not less than 2,500 Barrels of the same specification, except that Carrier may, in its sole discretion, accept any quantity of Product if such quantity can be consolidated with other Product such that Carrier can make a single delivery of not less than 2,500 Barrels
conversations.from: human
conversations.value: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
conversations.from: assistant
conversations.value: Yes. 
  * Carrier is not required to allocate more than two percent (2%) of the Available Capacity to any individual New Shipper.
  * New Shippers will have access to a minimum of ten percent (10%) of the Available Capacity and Historical Shippers will have access to a maximum of ninety percent (90%) of the Available Capacity.
  * Carrier shall allocate up to ninety percent (90%) of the Available Capacity on a non-discriminatory historical basis to all Historical Shippers.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: Yes. Shipper shall be entitled to audit Carrier's applicable books and records for the limited purpose of determining if the amount of any increase pursuant to this Section 6.2 is justified by the actually-incurred and reasonable amount of the aggregate costs and/or expenses relating to the System; provided, however, such audit shall not require Carrier to disclose confidential information of any Person other than Shipper who is a shipper on the System
conversations.from: human
conversations.value: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation?
conversations.from: assistant
conversations.value: Yes. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, MULTIPLE, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR REVENUES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH HEREOF; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING AN OBLIGATION OF A PARTY HEREUNDER TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AGAINST CLAIMS ASSERTED BY UNAFFILIATED THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.
conversations.from: human
conversations.value: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery?
conversations.from: assistant
conversations.value: Yes. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, MULTIPLE, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR REVENUES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH HEREOF; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING AN OBLIGATION OF A PARTY HEREUNDER TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AGAINST CLAIMS ASSERTED BY UNAFFILIATED THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.
conversations.from: human
conversations.value: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
conversations.from: assistant
conversations.value: It does not appear so.