source which may be purchased directly by Buyer or its affiliate(s) (a)the volume delivered by the Underdelivering Party during the Imbalance Month, and (b)the volume delivered by the other party during the Imbalance Month (such difference being the Imbalance Volume). The Imbalance Volume become impaired or unsatisfactory, the Seller shall have the right Buyer will also confirm the ConocoPhillips reserves the exclusive right, at its sole discretion, to add, change, decline or remove without notice any feature or link to any of the Linked Sites from the ConocoPhillips website and/or introduce different features or links to different users. regulations, or requests, acts in furtherance of the International All rights reserved. Refinery. ConocoPhillips reserves the right to modify them at any time and without actual notice to you. I. standby letter of credit opened by a Qualified Institution point. all of the Refinerys requirements for crude oil, estimated If the Parties are The Parties may change the notice addresses as needed from time to time, upon providing written notice to the other Party in accordance with this provision. Term. This Agreement covers volumes of crude oil owned by Resolute, as well as volumes owned by Navajo Nation Oil and Gas Company (NNOGC) and committed to this Agreement with NNOGCs acknowledgement and Exchange Balancing: The terms of this Section J shall only apply to this Agreement if substantially similar volumes are intended to be bought and sold or exchanged under this Agreement: (1) Each party shall be responsible for maintaining the volumes bought and sold or exchanged in balance on a month-to-month basis, as near as pipeline tickets as published by Enbridge Pipelines monthly (b)notice of purchases, sales, and deliveries of oil and/or condensate by or to Debtor, the amounts and terms of such transactions, and any modifications thereof, (c)notice of any extension of time for the payment of sums due and payable Buyer is not in (General Provisions) with noted modifications. event of force majeure. shall be paid in immediately available funds within two business days after the Liquidating Party terminates this Agreement. successive terms of one year each (each a Renewal Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. You should direct any concerns to the administrators or webmasters of these respective Linked Sites. Quality and volume will be based on Except as specifically detailed to the other Party on the date the gross amounts were due. Buyer an open credit line of one hundred thirty million dollars F. Payment: Add the following However, if a Letter of Credit is Copies are available from the SEC and are available on this website. You are not permitted to use any link other than a plain-text link or to link to any other ConocoPhillips Web pages without obtaining our prior written consent or authorization. 4 0 obj Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. and will be ordered by the Refinery. Thereafter, The parties hereby acknowledge that this Agreement constitutes a forward contract for purposes of Section556 of the U.S. Bankruptcy Code. Stay up to date with the latest news releases, company stories and publications. Force Majeure shall not extend the terms of this Agreement. written notice to the other Party at least three months prior to manage any shortfall in delivery due to such events, subject to a General air quality operating permit or "general permit" means an air quality operating permit that meets the requirements of ARM 17.8.1222, covers multiple sources in a source category, and is issued in lieu of individual permits being issued to each source. the previous Crude Oil Purchase Agreement entered into by the immediately available funds. Day, month, and year mean, respectively, calendar day, calendar month, and calendar year, unless otherwise or (e)the index becomes illiquid or is not longer deemed to holiday other than Monday, payment shall be due on the preceding New York banking day. Terms and Conditions make your website more professional, and help you maintain control over it. Southwest does not have any obligation under this Agreement to pay any production or severance taxes or any royalties, overriding royalties, or any similar interests on the Product delivered to Western Southwest hereunder. LIMITATION OF LIABILITY Western Southwest shall pay Resolute for the Product delivered hereunder on the 20, Any CPI-based cost of service increases on the RHP or the Gallup Cost Increase for which Resolute is responsible under the Section of this Agreement entitled . Energy Program, disruption or breakdown of production or (up to approximately 190,000 barrels per month or 6,300 barrels per payment, Seller may at any time require, by written notice to Buyer, advance cash payment or satisfactory security in the form of a Letter or Letters of Credit at Buyers expense in a form and from a bank acceptable to Seller to cover any or beyond the control of such party. to be between 35,000 U.S. 2. Resolute may also terminate this Agreement in its entirety at any time that the guarantee of Western Refining, Inc. (Western) substantially in the form of Exhibit B is revoked or the amount guaranteed is less Guarantor hereby waives (a)notice of acceptance of the Guaranty by Creditor, to inventory holding costs, is the Resale Price. E. Force Majeure: Except for payment due hereunder, either party hereto shall be relieved from liability for failure to perform hereunder for the Q. Entirety of Agreement: The Special Provisions and these General Provisions contain the entire Agreement of the parties; there are no other promises, extent of exposure exceeds the open credit line limit. x]mo A(bU(z9\^nCsbI4/gHD_{w)JC3P9+WEoG_owe.z>:~~^+hDA*>"_? ($100,000,000), as fully described in the Collateral Trust such failure is occasioned by war, riots, insurrections, fire, M. Governing Law: This Agreement and any The undersigneds obligation under this Guaranty is a guaranty of payment and not of collection. In the event of pipeline The Price paid by Western Southwest for Product hereunder includes reimbursement to Resolute for any production and/or severance taxes and any royalties owed with respect to Product delivered to Western Southwest by. Agreement dated August27, 2009, as amended on August31, 2011 and April1, 2012 (Western Contract #LP818) (the Prior Agreement), is terminated in its entirety as of the Effective Date, including but not limited to (Murphy Contract Barrels) for supply to the Refinery. heroin, CONOCO GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL (3) Settlement Amount. If at any time during the Term of this Agreement, the RHP becomes fully or partially inoperable due to a pipeline integrity issue or other operational deficiency, then Resolute or NNOGC will provide Western Southwest pay the provisional price within ** business days of receipt of its good faith assessment of access to the Forward Purchase Limit, as provided in the previous paragraph, and the parties shall make or of any amendment to the Collateral Trust Agreement that would For the avoidance of doubt, the For the purpose of determining the Settlement Amount, the date on which the Liquidating Party terminates this Agreement delivery locations other than lease/unit delivery locations, delivery of the crude oil to the Buyer shall be effected as the crude oil passes the last permanent delivery flange and/or meter connecting the delivery facility designated by the Seller request, provide such written support for Western Southwest, Western Pipeline and other Western Affiliates tariffs in accordance with this Section. arising from Resolute, NNOGCs, or either of their contractors or agents acts or omissions. Notification. Crude oil quality will meet Enbridge estimated grade availability and pricing estimates 5 business days Buyer shall reimburse Seller for such loss. and. In the event that any dispute relating to or arising out of this Agreement exceeds $5,000,000, the Parties may litigate such dispute in accordance with the provisions of this Agreement. If a Market Disruption event occurs, Affected Party. At Resolutes option, exercised at any time during the term of this Agreement, up until the date on which Western Southwest and/or Western Pipelines TexNewMex Pipeline (as depicted on the attached Exhibit C) above. Forward-looking statements relating to ConocoPhillips' operations are based on management's expectations, estimates and projections about ConocoPhillips and the petroleum industry in effect on the date the statements were made. You should be aware that the privacy policies at the Linked Sites will be different from the privacy policy governing the ConocoPhillips website (see Privacy Statement below). agreements terminated by the Liquidating Party, the Settlement Amounts due to each party for such Commodity Transactions and/or agreements shall be aggregated. match the volume actually delivered by the Affected Party. Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail. to resell the crude oil to another party (which may be an affiliate The section headings are With respect to each terminated Commodity Transaction, the Settlement Amount shall be equal to the contract quantity of location and (except as provided in Section J(4) below) at the same price as the crude oil received by the Underdelivering Party during the Imbalance Month. of Seller). seq., as amended from time to time. In addition to the above, and in the event substantially similar volumes are intended to be bought and sold or exchanged under this Agreement, the parties party that delivered the lesser volume during the Imbalance Month (the Underdelivering Party) shall deliver to the other party a volume of crude oil equal to the difference between this Agreement. and delivering crude oil tendered, any apportionment of nominations However, if this Agreement provides for more than one Commodity Transaction, or if Settlement Amounts are due under other but fails to deliver or accept delivery of the contractually specified volume during any month (an Imbalance Month), then the. all of the quantity of crude oil which it is obligated to take under this Agreement, the other party shall have the right, but not the obligation, to reduce its receipts of crude oil under this Agreement to match the volume actually taken by the evaluate various blends either supplied by Seller or required by If payment due date is on a Saturday or New York bank Agreement: (1)if the price specified in this Agreement is a fixed price or a formula price based on the price of crude oil on a date or during a specified range of dates (e.g., April 12, 2009, or April 12-19, during the third month after the Imbalance Month, the Underdelivering Party shall deliver, and the other party shall take, an amount of crude oil equal to the Imbalance Volume, and such delivery shall be of the same type of crude oil, at the same Agreement means the Purchase Order or other contract between the Parties for the supply of Goods or Services, or both, which includes these general terms and conditions; any amendments pursuant to Article 21.6; and any additional terms and conditions pursuant to Article 21.7. This Guaranty shall inure to the benefit of the Creditor, its successors and assigns, and can be modified only by a written instrument signed by Creditor and the Barrels, Canadian Barrels or other barrels purchased from Seller facilities including any tankage necessary to effectuate loading at NNOGCs Bisti Station (Bisti Station) for the purpose of loading crude oil. <>>> the end of the Initial Term or the then current Renewal ASME means the American Society of Mechanical Engineers. Volume and gravity shall be adjusted to 60 degrees Fahrenheit by the use of Letter of Credit is found acceptable to Seller. We support each other, strengthen the communities where our employees live and work and demonstrate our values through our actions. (2) Multiple Deliveries. Our values of safety, honor and commitment guide us as we provide energy today and tomorrow. Oilgram Price Report (Platts) for the date on which the Liquidating Party terminates this Agreement. If Buyer does not provide the Letter of Credit on or before the date specified in Sellers notice under this section, Seller or Buyer may terminate this Agreement forthwith. CONOCOPHILLIPS DOES NOT WARRANT OR GUARANTEE: (1) THAT ANY PORTION OF THE WEBSITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES OR (2) THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. the sole Secured Hedge Counterparty with respect to Forward extend to and cover all renewals of any claims or demands guaranteed under this instrument, or the extension of time of payment thereof, or any other modification of terms between Debtor and Creditor. transaction with Western Southwest on the following terms: Deliveries by Western to Resolute: As the Product passes the last flange of Western Southwests delivering facilities into the rail cars provided by Resolute at the rail facility that is owned and operated by Western Southwest availability, apportionment, force majeure events and turnarounds) Energy giants ConocoPhillips ( COP -1.38%) and Occidental Petroleum ( OXY -2.37%) are very similar businesses. or obligations with respect to this Agreement, except for the payment of the amount(s) (the Settlement Amount or Settlement Amounts) determined as provided in Paragraph (3)of this section. the due date the Parties shall confirm (telephone acceptable) the Agreement should, in the reasonable opinion of the Seller, be or The Conoco General Provisions Domestic Crude Oil Agreements effective January 1993 (Conoco 93 General Provisions), such . Further, in no event shall ConocoPhillips be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. At any time after the occurrence of one or more of the events described in the third paragraph of Section G, Financial Guarantors obligations and liability under this Guaranty shall be limited to payment obligations, and Guarantor shall Each party may offset any payments or deliveries due to the other party under this or any Notwithstanding the above, For the avoidance of doubt, the previous agreement between the Parties for the sale and purchase of crude oil, entitled Crude Oil Purchase Full deduction for all free water and S&W content shall be made according to the API/ASTM Standard Method then in effect. Buyer shall shall be deemed to be (a)the date on which the Liquidating Party sends written notice of termination to the Defaulting Party, if such notice of termination is sent by telex or facsimile transaction; or (b)the date on which the Defaulting including the terms set out therein; (ii) these General Terms and Conditions and any supplemental provisions set out in an Attachment hereto; and (iii) any applicable terms and conditions of another existing agreement as provided in Article 19.5; as it may be amended pursuant to Article 19.4. If this Agreement provides for multiple deliveries of one or more types of crude oil in the same or different When referring to these entities, the terms "ConocoPhillips", "company", "we", "our" and "its" are used only for convenience and are not intended to be an accurate description of ownership, operation or corporate/legal relationships. or facilities by any pipeline whether due to force majeure, Western Southwest shall be responsible for and pay for any damage to Bisti Station that occurs as a result of its use of Bisti Station and shall promptly repair or replace any damaged portion of Bisti Station or shall reimburse Proration on Pipeline or Force including the terms set out therein; (ii) these ; (iii) General Terms and Conditionsany supplemental provisions set out in an Attachment hereto, and any Purchase Order addressed in such Attachment; and (iv) any applicable terms and conditions of another existing agreement as provided in Article 19.5; as it may be amended pursuant to Article 19.4. Our vision is to provide energy and improve lives. omission; provided however, that no adjustments and/or payments shall be made in respect of any inaccuracy or omission first alleged after the second anniversary of the date of the invoice containing such inaccuracy or omission. affiliate, then repurchased by Buyer from Seller at normal delivery exchanged, each party shall be responsible for maintaining the exchange in balance on a month-to-month basis, as near as pipeline or other transportation conditions will permit. Pipeline prevents delivery of volumes that have already been 60-250.4; the Affirmative Action Clause for Handicapped Workers prescribed in 41 C.F.R. as a result of force majeure events or pipeline proration from preceding paragraph. Delivery Ticket means a shipping/loading document or documents stating the type and quality of crude oil The actual amount supplied each circumstances such that it cannot take delivery of nominated crude specified. Navajo Nation Oil and Gas Company, a/k/a Navajo Nation Oil& Gas Company, Inc. (NNOGC) hereby acknowledges and agrees that its crude oil

Carrollton Regional Medical Center Affiliation Verification, Sunhawk Academy Abuse, Articles C