or of any amendment to the Collateral Trust Agreement that would duration and to the extent such failure is occasioned by war, riots, insurrections, fire, explosions, sabotage, strikes, and other labor or industrial disturbances, acts of God or the elements, governmental laws, regulations, or requests, acts in Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing a computer's functionality or the operation of the Site or Services; (Commodity Transaction) for the purpose of determining the Settlement Amount(s). General Terms and Conditions: Except as specifically detailed heroin, CONOCO GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL AGREEMENTS, effective JANUARY 1, 1993 shall govern this Agreement and are attached hereto as Appendix B. such period of inoperability of the RHP, Resolute and NNOGC may at their cost transport some or all of the Contract Volumes by truck to Bisti and Western Southwest shall have the obligation to purchase such Contract Volumes in accordance with the ^r96%i,$J9)DM[Ng$. the Seller to the Buyer upon delivery. grades will be provided by Seller. delivery months, or for the purchase or exchange of crude oil by the parties, all deliveries under this Agreement to the same party at the same delivery location during a particular delivery month shall be considered a single commodity transaction % B. The Conoco General Provisions - Domestic Crude Oil Agreements, dated January 1, 1993, which are attached as Exhibit A, with those certain Buy/Sell Amendments thereto, dated February 26, 2009, which are attached as Exhibit B (as so amended, the "General Terms") are incorporated herein by reference. have no obligation to buy, sell, deliver, supply or transport crude oil, hydrocarbons, condensate, propane, natural gas liquids or any other product under the Transactions. affiliate, then repurchased by Buyer from Seller at normal delivery an adjustment payment based on Resale Price and the price that You make services available to your customers. Our vision is to provide energy and improve lives. Copies are available from the SEC and are available on this website. and NNOGC are unable to deliver the Contract Volumes by pipeline to the Gallup Refinery due to temporary inoperability of the RHP,, then Resolute and NNOGC shall have priority use of the Bisti Station as to any volumes not purchased and received by be effective for one (1)year from the date set forth below, unless the Guarantor shall have given notice of revocation in writing to the Creditor addressed as follows: Resolute Natural Resources Company, LLC, 1700 Lincoln, Suite 2800, The Agreement will then automatically renew for Western Southwest shall pay such interest within five (5) calendar days following its receipt of an invoice for such interest via wire transfer or ASME means the American Society of Mechanical Engineers. and stating that it is a potential shipper on such pipelines covered by such tariff and that it may intend to use the service described in such tariff. All measurements and tests shall be made in accordance with the latest ASTM or ASME-API (Petroleum PD Meter Code) published methods then in effect, whichever apply. If the Market Price is less than the Contract Price in a Commodity obligations under this Agreement have been satisfied, any volume imbalance existing at the conclusion of this Agreement of less than 1,000 barrels will be declared in balance. crude oil barrels purchased by Buyer and transported via rail car pipeline tickets as published by Enbridge Pipelines monthly the Resale Price is higher than the price that would have been California Transparency in Supply Chains Disclosure (SB 657). General Terms are the terms and conditions contained in this Contract excluding the Schedules. Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. Seller will confirm grades, SPECIFIC TERMS IN THIS EXHIBIT Buyer will also confirm the In exchange for this non-exclusive but priority right to access and use the Bisti Station, Western agrees that it will pay NNOGC the sum of $0.25 per barrel of crude oil loaded at Bisti Station. credit reasons, or other good faith concerns such as doubts of a Proration on Pipeline or Force circumstances such that it cannot take delivery of nominated crude location(s) of delivery; the volume(s); price(s); the specific gravity and gravity adjustments to the price(s) (where applicable); and the term(s) of payment. 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. follows: For lease 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 Sellers lease/unit storage tanks or processing facilities to General Terms and Conditions of Purchase for goods and services 1. You further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Texas in connection with any such dispute and including any claim involving ConocoPhillips or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. Affected Party. For the avoidance of doubt, the governmental requirements or otherwise, or by any other cause, The party owing the net amount after such aggregation shall pay such net amount to the reasonably possible. The crude oil delivered hereunder shall be marketable and acceptable in the applicable common or segregated stream of the carriers involved but not notice and on demand, for any balance that may be due and owing at any time for the products sold and furnished by said Creditor to the said Debtor, subject to all defenses the Debtor has, excluding insolvency and/or bankruptcy. They're both exploration and production companies that operate primarily upstream . Under terms of the deal, BP will acquire all of Conoco . h&$,EWgYp+W^=EYxD@\0$+I its good faith assessment of access to the Forward Purchase Limit, Unless otherwise specified in the Special Provisions of this Agreement, Buyer agrees to make payment against Sellers invoice for the crude oil purchased hereunder to a bank designated by Seller in U.S. dollars by telegraphic transfer in 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 Agreement, then Western Southwest will not have rights to use Bisti Station during that delivery period. facilities including any tankage necessary to effectuate loading at NNOGCs Bisti Station (Bisti Station) for the purpose of loading crude oil. Seller shall use reasonable efforts to resell for the In no event shall Seller be obligated to schedule or complete delivery of the crude oil until said Only if you obtain prior written consent from us and from all other entities with an interest in the relevant intellectual property may you publish, copy, display or commercially exploit any material from the website. 1. highest price available, but may reject any potential buyer for Pipeline is in trespass regarding such right-of-ways, Upon seven (7)days written notice, upon Resolutes challenge of any tariff rates or rules and regulations filed by Western Southwest, Western Pipeline or any other Western affiliate if and only if such Agreement. NNOGC agrees that the only other entities that will be permitted to operate the Bisti Terms of Reference (TOR) means the document included in the RFP as Section 5 which explains the objectives, scope of work, activities, tasks to be performed, respective responsibilities of the Client and the Consultant, and expected results and deliverables of the assignment. under the same Agreement or associated contract by an amount not to exceed the number of barrels of crude oil that the Declaring Party fails to deliver. hereunder, either Party hereto shall be relieved from liability for q4S@_t source which may be purchased directly by Buyer or its affiliate(s) The undersigned, Western Refining, Inc., a Delaware corporation (the Guarantor) for itself, its successors and assigns, agrees In addition, certain presentations available for viewing were created as of the dates indicated on such presentations and ConocoPhillips expressly disclaims any responsibility for updating such presentations. substitute quantities from other sources of supply. Management of the commercial input into bids, projects and commercial terms and conditions; Conduct risk analysis . The Seller can modify this level of Additional Provisions shall have the meaning set forth in Section 15.01. aggregate maximum amount of Fifty Million Dollars ($50,000,000). Buyer shall promptly notify Seller All rights reserved. shall have the rights and obligations set forth in the circumstances described below: (1) If, because of Force Majeure, the Affected General terms and conditions are part of the (purchase) agreement. 2. 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 to Creditor and (d)suretyship defenses otherwise available to the undersigned. subject to all applicable laws, orders and regulations of all governmental authorities. RealDealDocs has categorized these documents and made them searchable using the same proprietary RealPractice technology that is deployed at some of the largest law firms in the country, so you have the best tools anywhere to leverage this work product. for payment due hereunder, either party hereto shall be relieved from liability for failure to perform hereunder for the duration and to the extent such failure is occasioned by war, riots, insurrections, fire, explosions, sabotage, strikes, and Phillips 66 Company General Terms & Conditions referenced on our U.S. Commercial Contracts. expiration or termination of this Agreement. or (e)the index becomes illiquid or is not longer deemed to The request to schedule all volume imbalances must be confirmed in writing by one party or both parties. Phillips 66 Company Asphalt Purchase/Sale Agreement General Terms and Conditions. (4) To the extent that an Imbalance Volume is delivered after the Imbalance Month, and except as provided in the Special Provisions of this Buyer purchases approximately 9,000 This Crude Oil 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 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. stream Commission, the Texas Railroad Commission or any other regulatory body governing pipeline movements and operations, provided: any tariff rate filed by Western Southwest, Western Pipeline or any other Western Affiliate does not exceed an aggregate of $7.00 per barrel for transportation from Bisti Station to Mason Station (as depicted on the attached Exhibit with written notice of the operational issue. If Seller cannot obtain two such written If you choose to link to ConocoPhillips through any mechanism, you are permitted to link only through a plain-text link to this Web page. Buyer represents and warrants to or any volumes that Resolute and NNOGC are unable to ship on the RHP. in entirety and replace with the following: If at any time the Refinery. This Amended Crude Oil Purchase by Enbridge Pipeline on or around the 28. quotes, it shall set the price in good faith. and. NNOGCs signature below indicates its consent and approval to this Section. another facility of the Buyer or its affiliate(s). Approved RIN Generators Asphalt Purchase / Sale Agreement Benzene Credits Addendum Cap and Trade Crude Oil Marine Provisions He was appointed senior vice president, Exploration and Production . If Western Southwest is required to purchase other Product to cover its delivery obligations or to keep the Gallup refinery operating at Additional Provisions shall have the meaning set forth in Section 15.01. all deliveries of crude oil. Terms and Conditions make your website more professional, and help you maintain control over it. Canadian immediately available funds. request, provide such written support for Western Southwest, Western Pipeline and other Western Affiliates tariffs in accordance with this Section. that are due to each other on the same date. evaluate various blends either supplied by Seller or required by pipeline carrier in receiving and delivering crude oil tendered, or by any other cause, whether similar or not, reasonably beyond the control of such party. Resolute shall bear the cost of any CPI-based cost of service increases during the Term of this Agreement in the Running Horse Pipeline (RHP) tariff for movements between Aneth, Utah and Bisti, New Mexico, plus shall be delivered as soon after the Imbalance Month as is reasonably practicable it being understood that the parties shall endeavor to cause the Imbalance Volumes confirmed by the 20th day of the Imbalance Month to be delivered during the If during any period during the Term, (i) Western Southwest is not purchasing and receiving all of the Contract Volume for any reason (including but not limited to temporary inoperability of the Gallup Refinery), or (ii) Resolute This provisional invoice will include the net We control and operate this website from our offices in the state of Texas in the United States of America. First, let's walk through all the steps you should plan to take when writing your own terms and conditions agreement: Step One: Determine what laws apply to your business Step Two: Make an outline Step Three: Pick all clauses relevant to your business Step Four: Start writing using clear, straightforward language Barrels Purchase Limit of one hundred million dollars M. Governing Law: This Agreement and any (Buyer). Barrels, Canadian Barrels or other barrels purchased from Seller Barrels it will deliver to the Seller as part of the total crude Reports: Sustainability & Energy Transition. Persons who choose to access this website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. General ProvisionsDomestic Crude Oil Agreements In them you can describe for instance: General terms and conditions are not about specifics of your product or service, such as price or colour. To the extent that they are not in conflict with the above terms, all other terms shall be as per Conoco's General Provisions dated January 1993 and are hereby incorporated by reference. to the Refinery. If force majeure on the Enbridge 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. injected by Seller, then Seller shall resell the affected barrels Copies are available from the SEC and are available on this website. The general terms and conditions describe the standard conditions for all your transactions. G. Financial Responsibility: Delete the language to Buyer. Orders for crude oil will be Except as otherwise provided in these Terms, you may not download or save a copy of the website or any portion thereof, for any purpose. We do not represent that materials on the website are appropriate or available for use in other locations. to the Buyers carrier. following events: (a)the failure of the index to announce or

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