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TARIFF FOR GAS SERVICE TXU GAS COMPANY
<br /> RATE SCHEDULE: 31 i General Transportation Contract Terms and Conditions
<br /> APPLtCABLE TO: ! Entire System ! REVISION: O
<br /> ~ DATE:
<br /> EFFECTIVE DATE: I PAGE: 12 of 13
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<br /> system is not operational at the time an operational communication ~s to be sent, then Company may
<br /> make the ooerabonal communication b.y utdizing any reasonable alterna!ive means then available to
<br /> Company, including, w~tbout limitation, electronic pager, telephone, facsimile, te!egraph, etc, and such
<br /> communication will satisfy the nobce requirements ct this paragraph.
<br /> (b) Assignment. All Transportation Agreements will be binding upon and inure to Ihe benefit
<br /> of Customer and Company and their respective successors and assigns; provided, however, that no
<br /> Transportation Agreement may be transferred or assigned by Customer without the pnor wntten consenl
<br /> of Company, which consent will not be unreasonably withheld, and any purported transfer or ass~gnmen~
<br /> without such consen~ will be null and void and will not operate to release Customer's obligations under
<br /> the applicable Transportation Agreement.
<br /> (c) Entirety, Each Transportation Agreement, including any referenced rate schedules and
<br /> a~ached exhibits, constitutes the entire agreemen~ between Customer and Company covering the subject
<br /> ma~ter thereof, and there are no agreements, modifications, conditions, or understandings, written or oral,
<br /> express or implied, pertaining to the subject matter thereof that are not contained thereto.
<br /> (d) Modifications. Modifications of any Transportation Agreement will be effeclive only upon
<br />the mutual execution of appropriate amendments lhereto Dy duly authorized representatives of Customer
<br />and Company,
<br /> (e) Headings. The captions or headings preceding the various parts of these Transportation
<br />Contract Terms and Conditions and any Transportation Agreement are inserted and included solely for
<br />convenience and will never be considered or given any effect m construing any Transportation Agreement
<br />or any part of any Transportation Agreement, or ~n connection with the intent, duties, obligations, or
<br />liabilities of the parties.
<br /> (f) Third-Parties. Each Transportation Agreement is entered into solely for the respective
<br />benefit of Company and Customer and nothing contained in any Transportation Agreement, either
<br />express or implied, will be interpreted or construed as conferring any rights, remedies, or claims under or
<br />in respect to any Transportation Agreement or any provision thereof upon any other person or entity,
<br />other than the successors or assigns of Customer and Company.
<br /> (g) Joint Preparation. No provision of any Transportation Agreement is to ,be construed
<br />against or to be interpreted to the disadvantage of Customer or Company by any court or other
<br />governmental or judicial authority by reason of Customer or Company having or being deemed to have
<br />prepared, structured, or dictated such provision.
<br /> (h) Confidentiality. Subject to the open records laws that may be applicable to Customer,
<br />Company and Customer will keep the terms and provisions of each Transportation Agreement
<br />confidential and not disclose them to any third parties. If disclosure is sought through process of a court,
<br />a government or a city, state, or federal regulatory agency, the party from whom disclosure ~s sought will
<br />resist disclosure through all reasonable means and will immediately notify the other party to allow it the
<br />opportunity to participate in such proceedings. However, Customer and Company will have the right to
<br />make such disclosures, if any, to governmental agencies and to their attorneys, auditors, accountants,
<br />and shareholders, who will in turn maintain its confidentiality. Company and Customer will cooperate to
<br />maintain confidentiality and to attempt to obtain a reasonable protective order or agreement to maintain
<br />that confidentiality under circumstances in which disclosure becomes necessary,
<br /> (i) CHOICE OF LAW. EACH TRANSPORTATION AGREEMENT IS GOVERNED BY AND
<br />WILL BE CONSTRUED IN ACCORDANCE WITH LAWS OF THE STATE OF TEXAS WITHOUT GIVING
<br />EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
<br />STATE OF TEXAS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
<br />THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS, ANY LAWSUIT
<br />INVOLVING ANY TRANSPORTATION AGREEMENT BROUGHT BY CUSTOMER OR COMPANY WILL
<br />BE BROUGHT ONLY tN DALLAS COUNTY, TEXAS, WHETHER SUCH LAWSUIT BE BROUGHT IN
<br />FEDERAL OR STATE COURT. NEITHER CUSTOMER NOR COMPANY MAY RAISE ANY DEFENSE
<br />OR OBJECTION OR FILE ANY MOTION BASED ON LACK OF PERSONAL JURISDICTION,
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