State and Federal Regulation. (a) In order to comply with the Interstate Commerce Act, the Energy Policy Act, and regulations promulgated by the FERC to implement those statutes, Borrower or Borrower’s Affiliates, as applicable, have on file with the FERC tariffs that govern the interstate transportation of Crude Oil on the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered or imposed but for which time period for compliance therewith has not expired. Except as set forth on Schedule 5.22(a), neither the Borrower, any of the Borrower’s Subsidiaries, nor any other Person that now owns an interest in any of the Pipeline Systems has been within the past three (3) years or is the subject of a complaint, investigation or other proceeding at the FERC regarding their respective rates or practices with respect to the Pipeline Systems. No complaint or investigation is currently pending before the FERC, nor to the knowledge of any Loan Party is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the Borrower or its applicable Subsidiaries, or could reasonably be expected to result in, a Material Adverse Effect.
(b) With respect to the intrastate common carrier pipeline services and operations that are provided by the Pipeline Systems in the State of North Dakota (the “North Dakota Intrastate Pipeline Services”), each Subsidiary of the Borrower which owns pipelines and conducts pipeline operations in the State of North Dakota has filed with the North Dakota Public Service Commission (“NDPSC”) tariffs applicable to such services that comply with Chapter 49-19 of the North Dakota Century Code and regulations issued thereunder by the NDPSC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) the rates charged by the Borrower’s Subsidiaries with respect to the North Dakota Intrastate Pipeline Services have not been challenged, protested or subject to complaint in writing by the NDPSC or by any shipper or potential shipper as being unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful and (ii) none of the NDPSC or any shipper or potential shipper has threatened in writing to challenge, protest or complain that such rates are unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful. Neither the Borrower nor any of the Borrower’s Subsidiaries has been within the past th...
State and Federal Regulation. In order to comply with the Interstate Commerce Act, the Energy Policy Act, and regulations promulgated by the FERC to implement those statutes, each Relevant Party, to the extent required, has on file with the FERC tariffs that govern transportation on the Pipeline Systems, except (i) any FERC Jurisdictional Requirement that has been ordered or imposed but for which the time period for compliance therewith has not expired, or any FERC Jurisdictional Requirement that has not yet been ordered, imposed or waived or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, none of the Relevant Parties or any other Person that now owns an interest in any of the Pipeline Systems has been within the past three (3) years or is the subject of a complaint, investigation or other proceeding at the FERC regarding their respective rates or practices with respect to the Pipeline Systems. No complaint or investigation is currently pending before the FERC, nor to the knowledge of the Relevant Party is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the Relevant Party, or could reasonably be expected to result in, a Material Adverse Effect.
State and Federal Regulation. Neither Borrower nor any Restricted Subsidiary has received notice (formal or informal, public or non-public) by the U.S. Department of Transportation, Transport Canada, the Transportation Safety Board of Canada, the Alberta Ministry of Transportation or any other Governmental Authority of any pending, threatened or anticipated complaints, investigations, proceedings, enforcement actions or penalty assessments with respect to the alleged failure to comply with any applicable Law, except as to which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
State and Federal Regulation. (a) The interstate common carrier pipeline operations comprising a portion of the Pipeline Systems (the “Interstate Pipelines”) are subject to rate regulation by the FERC under the Interstate Commerce Act and the Energy Policy Act. With respect to that certain portion of the Interstate Pipelines that is located between Artesia, New Mexico and El Paso, Texas, (i) the rates on file with the FERC are just and reasonable pursuant to the Energy Policy Act and (ii) to the knowledge of the Borrower, no provision of the tariff containing such rates is unduly discriminatory or preferential. Except as set forth on Schedule 4.18(a) or which could not reasonably be expected to cause a Material Adverse Effect, neither the Borrower, the Parent, any of the Borrower’s Subsidiaries, nor any other Affiliate that now owns or has owned an interest in any of the Interstate Pipelines has been or is the subject of a complaint, investigation or other proceeding regarding their respective rates or practices with respect to the Interstate Pipelines. No such complaint, petition, or other filing with the FERC, individually or in the aggregate, could result, if adversely determined to the position or interest of Borrower or its applicable Subsidiaries, in a Material Adverse Effect.
(b) With respect to those certain intrastate common carrier pipeline operations that comprise a portion of the Pipeline Systems, as of the Effective Date, such pipeline operations in the State of Texas (the “Texas Intrastate Pipelines”) are subject to regulation by the Railroad Commission of Texas. Each of the Borrower and its Subsidiaries which owns pipelines and conducts pipeline operations in the State of Texas has followed prudent practice in the refined products transportation and distribution industries, as applicable, regarding the setting of rates for services provided and the implementation of such rates. To the Borrower’s knowledge, the rates charged by Borrower and its Subsidiaries with respect to the Texas Intrastate Pipelines, as reflected in the Financial Statements, provide no more than a fair return on the aggregate value of the property used to render services on the Texas Intrastate Pipelines, and to the Borrower’s knowledge, neither Borrower nor any of its Subsidiaries uses, charges, imposes, or implements, or has previously done any of the foregoing in a discriminatory way. As of the Effective Date, the Borrower’s and its Subsidiaries’ pipeline operations in the State of Idaho and in the...
State and Federal Regulation. (a) Each applicable Relevant Party is in compliance with all rules, regulations and orders of all State Pipeline Regulatory Agencies and the FERC applicable to the Pipeline Systems, to the extent that failure to comply therewith could reasonably be expected to have a Material Adverse Effect.
(b) Without limiting the generality of Section 5.01 of this Agreement, no certificate, license, permit, consent, authorization or order (to the extent not otherwise obtained) is required by any Relevant Party from any Governmental Authority to construct, own, operate and maintain the Pipeline Systems, or to transport, process and/or distribute hydrocarbons under existing contracts and agreements as the Pipeline Systems are presently owned, operated and maintained, to the extent the failure to obtain the same could reasonably be expected to have a Material Adverse Effect.
State and Federal Regulation. (a) To the extent any portion of the Pipeline Systems are comprised of interstate common carrier pipeline operations (the “Interstate Pipelines”), the Interstate Pipelines are subject to rate regulation by the FERC under the Interstate Commerce Act and the Energy Policy Act. With respect to the Interstate Pipelines, (i) the rates on file with the FERC are just and reasonable pursuant to the Energy Policy Act and (ii) to the knowledge of the Loan Parties, no provision of the tariff containing such rates is unduly discriminatory or preferential. No Loan Party nor any Restricted Subsidiary that now owns or has owned an interest in any of the Interstate Pipelines has been or is the subject of a complaint, investigation or other proceeding regarding their respective rates or practices with respect to the Interstate Pipelines that, individually or in the aggregate, could result, if adversely determined to the position or interest of any applicable Loan Party or Restricted Subsidiary, in a Material Adverse Effect.
(b) To the extent any portion of the Pipeline Systems are comprised of certain intrastate common carrier pipeline operations in the State of Oklahoma (the “Oklahoma Intrastate Pipelines”), the Oklahoma Intrastate Pipelines are subject to regulation by the Oklahoma Corporation Commission. Each Loan Party and each of its Restricted Subsidiaries that owns pipelines and conducts pipeline operations in the State of Oklahoma has followed prudent practice in the refined products transportation and distribution industries, as applicable, regarding the setting of rates for services provided and the implementation of such rates. To each Loan Party’s knowledge, the rates charged by the applicable Loan Parties or Restricted Subsidiaries with respect to the Oklahoma Intrastate Pipelines provide no more than a fair return on the aggregate value of the property used to render services on the Oklahoma Intrastate Pipelines, and to each Loan Party’s knowledge, no Loan Party or Restricted Subsidiary thereof uses, charges, imposes, or implements, or has previously done any of the foregoing in a discriminatory way. No Loan Party nor any Restricted Subsidiary has been or is the subject of a complaint, investigation or other proceeding regarding their respective rates or practices with respect to the Oklahoma Intrastate Pipelines that, individually or in the aggregate, could result, if adversely determined to the position or interest of any applicable Loan Party or Restricted...
State and Federal Regulation. (a) None of the Loan Parties is a “natural gas company” under the Natural Gas Act. Neither the Pipeline System nor any portion of the Pipeline System is used for the transportation of natural gas in interstate commerce as contemplated in the Natural Gas Act or the Natural Gas Policy Act, and neither the Pipeline System nor any portion of the Pipeline System operates as an interstate common carrier as contemplated in the Interstate Commerce Act and the Energy Policy Act (collectively with respect to both natural gas and liquid pipelines, “Interstate Pipelines”).
(b) The intrastate pipeline operations that comprise the Pipeline Systems are subject to regulation by the State Pipeline Regulatory Agencies. Each Loan Party that owns pipelines and conducts pipeline operations has followed prudent practice in the hydrocarbon transportation, processing and distribution industries, as applicable. Except as set forth on Schedule 4.22, no Loan Party that owns any interest in any of the Pipeline Systems has been or is the subject of a complaint, investigation or other proceeding by any Governmental Authority regarding their respective rates or practices with respect to the Pipeline Systems. There is no reason to believe that any complaint, investigation or other proceeding set forth on Schedule 4.22, individually or in the aggregate, could result in a Material Adverse Effect.
(c) Each applicable Loan Party is in compliance, in all material respects, with all rules, regulations and orders of all State Pipeline Regulatory Agencies applicable to the Pipeline Systems.
(d) As of the Closing Date, no Loan Party is liable for any refunds or interest thereon as a result of an order from any State Pipeline Regulatory Agency with jurisdiction over the Pipeline Systems.
(e) Without limiting the generality of Section 4.1 of this Agreement, except as listed on Schedule 4.22, no certificate, license, permit, consent, authorization or order (to the extent not otherwise obtained) is required by any Loan Party from any Governmental Authority to construct, own, operate and maintain the Pipeline Systems, or to transport, process and/or distribute hydrocarbons under existing contracts and agreements as the Pipeline Systems are presently being owned, operated and maintained.
State and Federal Regulation. (a) None of the Company Parties is a “natural gas company” under the Natural Gas Act of 1938, as amended (“Natural Gas Act”). Neither the Pipeline System nor any portion of the Pipeline System is used for the transportation of natural gas in interstate commerce as contemplated in the Natural Gas Act or the Natural Gas Policy Act of 1978, and neither the Pipeline System nor any portion of the Pipeline System operates as an interstate common carrier as contemplated in the Interstate Commerce Act and the Energy Policy Act of 1992 (collectively with respect to both natural gas and liquid pipelines, “Interstate Pipelines”).
(b) Each Company Party that owns pipelines and conducts pipeline operations has followed in all material respects prudent practices in the hydrocarbon gathering and processing industries, as applicable. Except as set forth on Schedule 3.25(b), since February 1, 2010, no Company Party that owns any interest in any of the Pipeline Systems has received written notice that it is the subject of a complaint, investigation or other proceeding by any Governmental Authority with respect to any matter regarding in any material respect their respective rates or practices with respect to the Pipeline Systems.
(c) As of the Closing Date, no Company Party has received notice that it is liable for any refunds or interest thereon as a result of an order from any State Pipeline Regulatory Agency with jurisdiction over the Pipeline Systems.
(d) Except as set forth on Schedule 3.25(d), none of the Company Parties is a “public utility,” “intrastate pipeline,” or similar entity subject to regulation as to rates or other terms and conditions of service (other than matters relating to pipeline safety) or to financial regulation under the laws of any state or subject to the regulatory jurisdiction of any State Pipeline Regulatory Agency or similar Governmental Authority.
State and Federal Regulation. (a) The interstate common carrier pipeline operations comprising a portion of the Pipeline Systems (the “Interstate Pipelines”) are subject to rate regulation by the FERC under the Interstate Commerce Act and the Energy Policy Act. With respect to that certain portion of the Interstate Pipelines that is located between Artesia, New Mexico and El Paso, Texas, (i) the rates on file with the FERC are just and reasonable pursuant to the Energy Policy Act and (ii) to the knowledge of the Borrower, no provision of the tariff containing such rates is unduly discriminatory or preferential. Except as set forth on Schedule 4.18(a) or which could not reasonably be expected to cause a Material Adverse Effect, neither the Borrower, the Parent, any of the Borrower’s Subsidiaries, nor any other Affiliate that now owns or has owned an interest in any of the Interstate Pipelines has been or is the subject of a complaint, investigation or other proceeding regarding their respective rates or practices with respect to the Interstate Pipelines. No such complaint, petition, or other filing with the FERC, individually or in the aggregate, could result, if adversely determined to the position or interest of Borrower or its applicable Subsidiaries, in a Material Adverse Effect.
(b) With respect to those certain intrastate common carrier pipeline operations that comprise a portion of the Pipeline Systems, as of the Effective Date, such pipeline operations in the State of Texas (the “Texas Intrastate Pipelines”) are subject to regulation by the Railroad Commission of Texas. Each of the Borrower and its Subsidiaries which owns pipelines and conducts pipeline operations in the State of Texas has followed prudent practice in the refined products transportation and distribution industries, as applicable, regarding the setting of rates for services provided and the implementation of such rates. To the Borrower’s knowledge, the rates charged by Borrower and its Subsidiaries with respect to the Texas Intrastate Pipelines, as 61 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement reflected in the Financial Statements, provide no more than a fair return on the aggregate value of the property used to render services on the Texas Intrastate Pipelines, and to the Borrower’s knowledge, neither Borrower nor any of its Subsidiaries uses, charges, imposes, or implements, or has previously done any of the foregoing in a discriminatory way. As of the Effective Date, the Borrower’s and i...
State and Federal Regulation. None of the Pipeline Systems owned as of the Closing Date or any expansions thereof include any interstate common carrier pipeline operations regulated by FERC under the Interstate Commerce Act. The Pipeline Systems owned as of the Closing Date and any expansions thereof are subject to regulation by the State Pipeline Regulatory Agencies and are exempt from FERC’s jurisdiction under Section 1(b) of the Natural Gas Act.
