Targa Resources Partners LP Announces $750 Million Offering of Senior Notes
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Targa Midstream Services Limited Partnership. Targa Liquids Marketing and Trade. Seller commits and dedicates to sell, and Buyer agrees to purchase, all volumes of Raw Product owned or controlled by Seller and produced from the Originating Facility.
Buyer may elect to receive Raw Product from Seller as follows: Buyer shall procure transportation for all Raw Product from the Originating Facility to the applicable destination. If, on or before 30 Days after the index used targa liquids marketing determine the price hereunder ceases to be published, the Parties are unable to agree on an Alternate Index upon which to base the calculation of the price, the Parties shall targa liquids marketing such determination to arbitration in accordance with the provisions of Article 20which arbitration procedure will determine the Alternate Index.
Upon the determination of an Alternate Index, the price will be adjusted retroactively to the date on which the index upon which the price previously was based ceased to be available. Any payments hereunder that are delayed pending the determination of an Alternate Index shall bear interest at the Base Rate from the date that such payment would have been due without such delay until the date of payment.
Buyer represents and warrants targa liquids marketing Seller that Buyer shall receive all Targa liquids marketing Product sold by Seller hereunder in compliance with all Applicable Laws.
Buyer acknowledges that the Raw Product delivered hereunder is hazardous and that Buyer is knowledgeable of i the hazards and risks associated with such Raw Product, and ii the handling, receipt, transportation, storage and use of such Raw Product. After consultation with an attorney of its own selection, Buyer and Seller voluntarily targa liquids marketing to this waiver.
Delivery shall be deemed to have been completed when the Raw Product has been delivered to the Measurement Points. As between the Parties, Seller shall be deemed to be in exclusive possession and control and responsible for any damages or injury resulting therefrom or caused thereby of the Raw Product prior to and at the Measurement Points and Buyer shall be deemed to be targa liquids marketing exclusive control and responsible for any damages or injury resulting therefrom or caused thereby of the Raw Product from the Measurement Points.
Notwithstanding the foregoing, title to, and risk of loss associated with, any Offspec Raw Product shall remain with Seller. All Raw Product under this Targa liquids marketing shall be measured as follows: Metering systems used for quantity determinations shall not allow vapor return or shall compensate for any vapor return. All quantities shall be corrected to 60 degrees Fahrenheit and equilibrium vapor pressure of the applicable Raw Product at 60 degrees Fahrenheit.
Volume and compressibility correction factors shall be targa liquids marketing from referenced API tables or computer programs used to generate these tables. Representative samples of the Raw Product shall be analyzed by Buyer. Measurement, sampling and analysis, pursuant to the above provisions, shall be conducted in accordance with the GPA Standards applicable to the methodology used; including GPA Standards, and all other appropriate GPA, API and ASTM standards, with all such standards targa liquids marketing incorporated herein for all purposes, including all revisions of those standards adopted and in effect during the Targa liquids marketing of this Agreement.
All claims by Buyer for deficiencies in Raw Product quantity or quality shall be made to Seller within days of delivery of the applicable Raw Product. All notices regarding Raw Product deficiencies targa liquids marketing be made in accordance with Section Failure by Buyer to timely notify Seller of any deficiency shall be deemed a waiver by Buyer of any claims with regard to such Raw Product deficiencies.
All Raw Product delivered to Buyer under this Agreement shall meet the specifications governing the applicable Pipeline receipt point and shall not contain any contaminants that may make it or its NGL Components commercially unacceptable. Seller may be required, on Buyer's behalf as shipper, to furnish any Pipeline on which Raw Product is transported with a certificate setting forth the specifications of each shipment of Raw Product to be transported on such Pipeline.
Seller acknowledges that any such Pipeline shall have the right to: Buyer shall have the right, at any time and from time to time, to reject targa liquids marketing Raw Product not targa liquids marketing to the specifications governing the applicable Pipeline receipt point and targa liquids marketing refuse or suspend receipt until it is established to Buyer's reasonable satisfaction that subsequent deliveries of Raw Product will conform to the specifications governing the targa liquids marketing Pipeline receipt point, and nothing contained in this Section 12 or the Agreement is intended or shall be targa liquids marketing to limit such right.
If it is subsequently determined that Buyer unknowingly accepted Offspec Raw Product, the Parties will mutually agree upon a discounted price for such Offspec Raw Product to reflect i its diminution in value, if any, from Raw Product meeting the specifications governing the applicable Pipeline receipt point, or ii the cost incurred by Buyer in handling such Offspec Raw Product.
Each Party shall be entitled to have its representatives present during all loadings, unloadings, tests, samples and measurements involving delivery of Raw Product under this Agreement. Either Party may engage certified independent inspectors to perform gauging, sampling, and testing up to four times during each 12 Month period during the Term, in which event such inspector's determinations shall be conclusive and binding on the Parties.
Payments for such outside inspector's services will be shared equally among the Parties unless some other arrangement for payment is mutually agreed upon. Seller and Buyer will cooperate in communicating throughout each Month regarding any changes in the quantity of Raw Product to be delivered at the Measurement Point.
Should Seller become targa liquids marketing that actual deliveries at targa liquids marketing Measurement Point on any day will be more or less than the nominated quantity, Seller will promptly notify Buyer.
Buyer fails to make any payment when due and such targa liquids marketing shall have continued for 10 Days or more after notice of same from Seller. Either Party fails targa liquids marketing perform any of its material obligations hereunder and such nonperformance shall targa liquids marketing continued for 30 Days or more after notice of same from the other Party.
On the Early Termination Date, all obligations due on or after the Early Termination Date under the Agreement shall be terminated except as provided herein. If an Early Termination Date has been designated, the non-defaulting Party shall in good faith calculate the amount due between the parties as targa liquids marketing the Early Termination Date.
The party owing the Termination Payment shall pay it to the other party within two Business Days after the effective date of such notice, with interest at the Base Rate from the Early Termination Date until paid. In addition, the defaulting Party hereunder shall reimburse the non-defaulting Party, on demand, for actual, reasonable out-of-pocket expenses with interest at the Base Rateincluding, without limitation, reasonable legal fees and expenses incurred by the other Party in connection with the enforcement of the Agreement.
If an Early Termination Date is designated, the non-defaulting party shall be entitled, in its sole discretion, to set-off any amount payable by the non-defaulting Party or any of its Affiliates to the defaulting Party under the Agreement or otherwise, against any amounts payable by the defaulting Party to the non-defaulting Party or any of its Affiliates under this Agreement or otherwise. This provision shall be in addition to any right of setoff or other right and remedies to which any party is otherwise entitled whether by operation of law, contract or otherwise.
If an obligation is unascertained, the non-defaulting party may in good faith estimate that obligation and set-off in respect of the estimate, subject targa liquids marketing the non-defaulting party accounting to the defaulting Party when the obligation is ascertained. In the event of either Party being rendered unable, wholly or in part, by reason of force majeure to carry out its obligations targa liquids marketing this Agreement, other than to make payments due hereunder, the obligations of the Party suffering force majeure shall be suspended to the extent affected by and for the period of such force majeure condition.
Such Party suffering force majeure shall give notice and full particulars of such force majeure in writing or by facsimile to the other Party as soon as possible after the occurrence of the cause. Such cause shall as far as possible be remedied with all reasonable dispatch. Such term shall likewise include, in those instances where either Party hereto is required to obtain permits or licenses from any governmental agency to enable such Party to fulfill its obligations hereunder, the inability of such Party to acquire, or delays on the part of such Party in acquiring, such permits or licenses.
The targa liquids marketing "force majeure" shall also include any event of force majeure occurring with respect to the facilities or services of either Party's suppliers or customers delivering or receiving any Raw Product, fuel, feedstock, or other substance necessary to the performance of such Party's obligations, and shall also include curtailment or interruption of deliveries or services by such third party suppliers or customers as a result of an event of force majeure.
It is understood and agreed that the targa liquids marketing of strikes or lockouts shall be entirely within targa liquids marketing discretion of the Party having the difficulty, and that the above requirements 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 an opposing party when such course is inadvisable in the sole discretion of the Party having difficulty.
The Party requiring such relief shall endeavor to arrange such interruptions so as to inconvenience the other Party as little as possible. Nothing herein shall be construed to release Seller from its obligations hereunder.
Any other assignment of this Agreement shall require the prior written consent of the non-assigning Party, which consent shall not be unreasonably targa liquids marketing or delayed.
Such notice, claim, demand or correspondence shall targa liquids marketing deemed to have been given on the date of the actual delivery thereof to the Party receiving such notice, or, if targa liquids marketing is refused or rejected, upon attempted delivery. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Targa liquids marketing promptly by negotiation between executives targa liquids marketing have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration targa liquids marketing this contract.
Within 10 Business Days after delivery of the Initial Notice, the receiving Party shall submit to the other a written response. Within 25 Business Days after delivery of the Initial Notice, the executives of both Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All negotiations pursuant to this clause are confidential and shall be treated as compromise targa liquids marketing settlement negotiations for purposes of applicable rules of evidence.
Any dispute arising out of or relating to this Agreement, including the breach, termination or validity thereof, which has not been resolved by negotiation between executives herein within 45 Business Days after delivery of the Initial Notice, shall be targa liquids marketing resolved by arbitration in accordance with the CPR Rules for Non-Administered Arbitration then currently in effect by three arbitrators appointed by CPR under the terms of CPR Rule 6; provided, however, that if one Party fails to participate in negotiation as agreed herein, the other Party can commence arbitration prior to the expiration of the time periods set forth above.
The arbitration shall commence upon the receipt of a notice of arbitration by either Party. The arbitration shall be governed by the Federal Arbitration Act, 9 U. The arbitrators shall render a reasoned award, and judgment upon the award may be entered by any court having jurisdiction thereof. The place of the arbitration shall be Houston, Texas. Unless the Parties to this Agreement agree in writing otherwise, the arbitrators shall not have the power to award, nor shall they award, any punitive or consequential damages however nominated ; however, the arbitrators may award specific performance where appropriate.
Except as required by law or necessary to confirm or enforce an award, all proceedings hereunder shall remain confidential. Despite targa liquids marketing action the Parties will continue to participate in the procedures specified in this Agreement. Each Party is required to continue to perform targa liquids marketing obligations under this Agreement pending final resolution of any dispute arising out of or relating to the Agreement, unless to do so would be impossible or impracticable under the circumstances.
On or before the 15 th Business Day of the Month following the Month of delivery, Buyer shall deliver to Seller a statement showing for the Month of delivery the nominated and estimated amounts of Raw Product delivered for sale hereunder, and the applicable NGL Component price s.
Payment shall be made by Buyer within 10 days after its delivery of the statement. Buyer may net against payments owed to Seller under this Agreement any outstanding payments targa liquids marketing by Seller to Buyer under this Agreement. If Seller in good faith disputes all or part of any statement or payment, then Seller shall provide Buyer with a written notice and explanation of the targa liquids marketing for the dispute, but shall have no right to targa liquids marketing performance under targa liquids marketing Agreement.
As soon as information is available on the actual quantity of Raw Product delivered in each Month of delivery, the invoiced amount shall be reconciled in the subsequent invoices for any overpayment or underpayment.
Subject to the limitations set forth in the following paragraph, if an error is discovered in any statement or payment, then the Party entitled to receive such payment shall be paid by the other Party within 10 days after issuance of a corrected invoice, together with interest at the Base Rate. Seller shall be responsible for any royalties, overriding royalties, and other payments due or to become due on the hydrocarbons which are subject to this Agreement.
Seller shall be liable for and shall pay, or cause to be paid, or reimburse Buyer targa liquids marketing Buyer has paid, all taxes applicable to the sale of Raw Product by Seller to Buyer hereunder. If no such cure is agreed upon by the Parties, then the issue shall be resolved pursuant to the dispute resolution procedures set forth in Article Neither Party shall be liable to the other Party for any indirect, incidental, punitive, exemplary, consequential or special damages save and except only to the extent such damages are imposed on a Party entitled to indemnity under the terms of this Agreement in favor of an unaffiliated third targa liquids marketing and such damages arise from an underlying claim, liability or damages against which targa liquids marketing Party entitled to indemnity is indemnified by a Party to this Agreement.
No director, employee or agent of either Party shall give or receive any commission, fee, rebate, gift or entertainment of significant cost or value in connection with this Agreement.
Any representative s authorized by either Party may, at its sole expense, audit the applicable records of the other Party solely for the purpose of determining whether there has been compliance with this Section Each Party in the performance of this Agreement is engaged in an independent business and nothing herein contained shall be construed as giving either Party any right to control the other Party in any way in the performance of the other Party's business.
Neither Party targa liquids marketing have any right to exercise control over any of the other Party's employees, representatives, agents or contractors of any level except to the extent of any safety requirements for delivery of Raw Product under this Agreement.
All employees, representatives, agents or contractors of any level of a Party shall be entirely under targa liquids marketing control and direction of that Party, which shall be entirely responsible for their actions and omissions. Each Party shall be responsible for any breach of this Agreement by its Representatives. Notwithstanding anything contained in this Section 27Confidential Information may be disclosed to any governmental, judicial or regulatory authority requiring such Confidential Information, provided that: The invalidity of any one or more covenants or provisions of this Agreement shall not affect the validity of any targa liquids marketing provisions hereof or this Agreement as a whole, and in case of any such invalidity, this Agreement shall be construed to targa liquids marketing maximum extent possible as if such invalid provision had not been included herein.
Nothing in this Agreement shall entitle any Person other than Seller or Buyer, or their successors or assigns, to any claim, cause of action, remedy or right of any kind relating to the transaction targa liquids marketing contemplated by this Agreement. Waiver by either Party of the breach of any provision s hereof by the other Party shall not be deemed to be targa liquids marketing waiver of the breach of any other provision s hereof or of any subsequent or continuing breach of such provision s.
This Agreement contains the entire agreement of the Parties respecting the matters addressed herein and no oral promises, agreements or warranties shall be deemed a part hereof, nor shall any alteration or amendment of this Agreement, or waiver of any of its provisions, be binding upon either Party hereto unless the same be in writing and signed by both Parties.
The Parties shall comply with all Targa liquids marketing Laws in the performance of their respective obligations under this Agreement. The headings of the Articles, Sections and Paragraphs of this Agreement are for convenience of reference only and shall not constitute a part, nor modify, define targa liquids marketing limit any of the terms or provisions, hereof.
The provisions of Articles 1517202326 and 27 shall survive any expiration or termination of this Agreement. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement.
In construing this Agreement, the following principles shall be followed: No consideration shall be given to the fact or presumption that targa liquids marketing Party had a greater or lesser hand in drafting this Agreement. Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. The plural shall be deemed to include the singular and vice versa, as applicable. Unless the context otherwise requires, any reference to a statutory provision including those contained in subordinate legislation is a reference to the provision as amended or re-enacted, or as targa liquids marketing by other statutory provisions from time to time, and includes subsequent legislation made under the relevant targa liquids marketing.
In addition to any terms defined in the Raw Product Purchase Agreement to which this Exhibit A is affixed, as used herein, the following terms shall be given the following meanings: Central Time and extending until 6: Central Time on the following Day.
Central Time on the first Day of a calendar month and extending until 6:
