Common use of Acquisition of Target Business Clause in Contracts

Acquisition of Target Business. (a) If Shipper identifies a possible acquisition of interests in production or acreage that would fall within the Area of Interest, whether by acquiring assets or equity interests with respect thereto (a “Target Business”), and if the Gas from the interests in the Target Business is gathered by a Producer System (“Gathering Assets”) that will be acquired in connection with Shipper’s proposed acquisition of the Target Business (the “Proposed Acquisition”), Shipper shall give LMM written notice (the “Offer Notice”) of the Proposed Acquisition as soon as practicable, but in any event not less than *** Days prior to making any binding offer in respect of the Proposed Acquisition. The Offer Notice shall identify (i) the Gathering Assets, (ii) the proposed seller of the Gathering Assets, (iii) the anticipated schedule to be followed in the Proposed Acquisition transaction, including, without limitation, the date on which Shipper intends to make its offer in respect of the Proposed Acquisition (as determined by Shipper, but in any event such anticipated offer date shall be no earlier than *** Days from the date of the Offer Notice) and (iv) any other information that may be necessary for the parties to evaluate whether to jointly pursue the Proposed Acquisition (for the avoidance of doubt, LMM shall have no right to pursue any Proposed Acquisition separately from Shipper absent the prior written consent of Shipper, which shall not be unreasonably withheld). Not less than *** Days prior to the date identified by Shipper as the date Shipper will make its offer in respect of the Proposed Acquisition, LMM shall notify Shipper of whether it has elected to offer to participate in the Proposed Acquisition and the terms of LMM’s offer (including, without limitation, if there is no gathering fee and no allocation by seller upon which to determine a gathering fee for Gas Gathered on the Gathering Assets following the closing of the Proposed Acquisition, LMM’s proposed gathering fee for the time period following the closing of the Proposed Acquisition); failure by LMM to timely make an offer to participate shall be deemed to be an election by LMM not to participate in the Proposed Acquisition. Shipper may either accept or reject LMM’s timely offer in its sole discretion. If LMM elects not to participate, then LMM shall not have any rights in respect of the Proposed Acquisition or the Target Business.

Acquisition of Target Business. (a) If Shipper identifies a possible acquisition of interests in production or acreage that would fall within the Area of Interest, whether by acquiring assets or equity interests with respect thereto (a “Target Business”), and if the Gas from the interests in the Target Business is gathered by a Producer System (“Gathering Assets”) that will be acquired in connection with Shipper’s proposed acquisition of the Target Business (the “Proposed Acquisition”), Shipper shall give LMM written notice (the “Offer Notice”) of the Proposed Acquisition as soon as practicable, but in any event not less than *** Days prior to making any binding offer in respect of the Proposed Acquisition. The Offer Notice shall identify (i) the Gathering Assets, (ii) the proposed seller of the Gathering Assets, (iii) the anticipated schedule to be followed in the Proposed Acquisition transaction, including, without limitation, the date on which Shipper intends to make its offer in respect of the Proposed Acquisition (as determined by Shipper, but in any event such anticipated offer date shall be no earlier than *** *Days from the date of the Offer Notice) and (iv) any other information that may be necessary for the parties to evaluate whether to jointly pursue the Proposed Acquisition (for the avoidance of doubt, LMM shall have no right to pursue any Proposed Acquisition separately from Shipper absent the prior written consent of Shipper, which shall not be unreasonably withheld). Not less than *** Days prior to the date identified by Shipper as the date Shipper will make its offer in respect of the Proposed Acquisition, LMM shall notify Shipper of whether it has elected to offer to participate in the Proposed Acquisition and the terms of LMM’s offer (including, without limitation, if there is no gathering fee and no allocation by seller upon which to determine a gathering fee for Gas Gathered on the Gathering Assets following the closing of the Proposed Acquisition, LMM’s proposed gathering fee for the time period following the closing of the Proposed Acquisition); failure by LMM to timely make an offer to participate shall be deemed to be an election by LMM not to participate in the Proposed Acquisition. Shipper may either accept or reject LMM’s timely offer in its sole discretion. If LMM elects not to participate, then LMM shall not have any rights in respect of the Proposed Acquisition or the Target Business.. GAS GATHERING AGREEMENT (LEGACY APPALACHIAN SYSTEM) PAGE 9

Acquisition of Target Business. (a) If Shipper identifies a possible acquisition of interests in production or acreage that would fall within the Area of Interest, whether by acquiring assets or equity interests with respect thereto (a “Target Business”), and if the Gas from the interests in the Target Business is gathered by a Producer System (“Gathering Assets”) that will be acquired in connection with Shipper’s proposed acquisition of the Target Business (the “Proposed Acquisition”), Shipper shall give LMM written notice (the “Offer Notice”) of the Proposed Acquisition as soon as practicable, but in any event not less than *** Days prior to making any binding offer in respect of the Proposed Acquisition. The Offer Notice shall identify (i) the Gathering Assets, (ii) the proposed seller of the Gathering Assets, (iii) the anticipated schedule to be followed in the Proposed Acquisition transaction, including, without limitation, the date on which Shipper intends to make its offer in respect of the Proposed Acquisition (as determined by Shipper, but in any event such anticipated offer date shall be no earlier than *** *Days from the date of the Offer Notice) and (iv) any other information that may be necessary for the parties to evaluate whether to jointly pursue the Proposed Acquisition (for the avoidance of doubt, LMM shall have no right to pursue any Proposed Acquisition separately from Shipper absent the prior written consent of Shipper, which shall not be unreasonably withheld). Not less than *** Days prior to the date identified by Shipper as the date Shipper will make its offer in respect of the Proposed Acquisition, LMM shall notify Shipper of whether it has elected to offer to participate in the Proposed Acquisition and the terms of LMM’s offer (including, without limitation, if there is no gathering fee and no allocation by seller upon which to determine a gathering fee for Gas Gathered on the Gathering Assets following the closing of the Proposed Acquisition, LMM’s proposed gathering fee for the time period following the closing of the Proposed Acquisition); failure by LMM to timely make an offer to participate shall be deemed to be an election by LMM not to participate in the Proposed Acquisition. Shipper may either accept or reject LMM’s timely offer in its sole discretion. If LMM elects not to participate, then LMM shall not have any rights in respect of the Proposed Acquisition or the Target Business. GAS GATHERING AGREEMENT (LEGACY APPALACHIAN SYSTEM) PAGE 9 (b) In the event the nature of the Proposed Acquisition requires that an offer be made by Shipper before the expiration of *** Days from the date of Shipper’s Offer Notice, Shipper shall include such statement in its Offer Notice, and Shipper and LMM shall attempt to negotiate a shorter time period by which LMM has to elect to participate in the Proposed Acquisition. If the parties cannot agree on a shorter time period, Shipper shall have the right to proceed with its offer, provided that if Shipper is successful in acquiring the Target Business, LMM and Shipper may, following Shipper’s closing on the Target business, continue to discuss under what terms LMM may be allowed to purchase the Producer System that is part of the Target Business.