Dedication. Subject to the exceptions, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all Gas produced from ▇▇▇▇▇ operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ that are owned by Producer Group for gathering under this Instrument, and (iii) commits to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group to the extent that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas described in the foregoing subparts (i), (ii) and (iii) being “Dedicated Gas”). Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree and acknowledge that, subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interests, and the Agreement shall not apply to any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control with respect to Producer (or any member of Producer Group which owns Dedicated Interests at the time of such Change of Control), then, following such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement shall not apply to (x) any other Interests subsequently acquired by Producer (or such member of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of Control.
Appears in 2 contracts
Sources: Gas Gathering and Compression Agreement (EQT Corp), Gas Gathering and Compression Agreement (Equitrans Midstream Corp)
Dedication. (a) Subject to the exceptionsprovisions of Section 4.1 through Section 4.4 and Article 17, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby Customer exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all to Provider under this Agreement all:
(i) Customer Gas formerly owned or Controlled by Producer and produced from ▇▇▇▇▇ those oil and gas properties located in the area described on Exhibit B-1 (such area, as the same may be modified from time to time by the Parties hereunder, the “Dedicated Area”) that are operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ or that are owned not operated by Producer, but from which Producer Group for gathering has elected to take its applicable production in-kind (such Gas, “Dedicated Producer Gas”); and
(ii) Customer Gas that Customer owns or Controls through one of the contracts described on Exhibit B-2, which Exhibit shall be updated at least annually by the Parties as part of the Development Plan and System Plan processes pursuant to Article 5 (such contracts, the “Dedicated Contracts”). Pending any formal amendment of Exhibit B-2 to update the list of Dedicated Contracts contained thereon, the Parties acknowledge and agree that Customer’s delivery of Notice to Provider pursuant to Section 19.2 indicating Customer’s intent to dedicate a contract to Provider under this InstrumentAgreement as a “Dedicated Contract” shall be sufficient to classify (A) such contract as a “Dedicated Contract” for all purposes hereunder until Exhibit B-2 is formally amended to include the same, and (iiiB) commits all volumes owned or Controlled by Customer pursuant to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group such contract and delivered to Provider hereunder (to the extent such volumes were delivered from and after the last update of Exhibit B-2 and prior to the delivery of such written notice or after the delivery of such notice) as “Dedicated Production” for all purposes hereunder.
(b) All Dedicated Producer Gas and all Customer Gas subject to a Dedicated Contract that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas i) is not described in the foregoing subparts (iSection 4.1(c)(i), (ii) and is not subject to a Conflicting Dedication, (iii) being has not been reserved and utilized by Customer pursuant to Section 4.3, and (iv) has not been released (either temporarily or permanently) from dedication pursuant to Section 4.4, is referred to collectively hereunder as “Dedicated Production”.
(c) Notwithstanding the foregoing:
(i) any Dedicated Producer Gas (A) that is produced from a well that was drilled and completed, and is operated, in each case, by a Non-Party that is not an Affiliate of Customer, and (B) that such Non-Party operator (and not Customer or any of Customer’s Affiliates) markets under applicable contractual arrangements with respect to such well and such Customer Gas”, shall not be considered “Dedicated Production” hereunder; and
(ii) no Dedicated Contract may be amended, modified or otherwise supplemented by Customer such that the volume of Dedicated Production resulting therefrom would be reduced without the prior written consent of Provider, such consent not to be unreasonably withheld; provided, however, that such restrictions shall not apply TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Producer agrees not to deliver (A) any termination or expiration of any such Dedicated Gas Contract pursuant to any other gatherer, purchaserits terms, or marketer or other Person prior to delivery to Gatherer at (B) the Receipt Point(s). The Parties agree and acknowledge removal of any individual well from the coverage of any such Dedicated Contract that, subject to Section 2.5 on average, produces less than 100 Mcf of the Agreement, to the extent that Gas a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interests, and the Agreement shall not apply to any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control with respect to Producer (or any member of Producer Group which owns Dedicated Interests at the time of such Change of Control), then, following such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement shall not apply to (x) any other Interests subsequently acquired by Producer (or such member of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of ControlMonth.
Appears in 2 contracts
Sources: Gas Processing and Fractionation Agreement (Hess Midstream Partners LP), Gas Processing and Fractionation Agreement (Hess Midstream Partners LP)
Dedication. (a) Subject to the exceptionsprovisions of Section 4.1 through Section 4.4 and Article 17, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby Shipper exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all to Gatherer under this Agreement all:
(i) Shipper Gas formerly owned or Controlled by Producer and produced from ▇▇▇▇▇ those oil and gas properties located in the area described on Exhibit B-1 (such area, as the same may be modified from time to time by the Parties hereunder, the “Dedicated Area”) that are operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ or that are owned not operated by Producer, but from which Producer Group for gathering has elected to take its applicable production in-kind (such Gas, “Dedicated Producer Gas”); and TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).
(ii) Shipper Gas that Shipper owns or Controls through one of the contracts described on Exhibit B-2, which Exhibit shall be updated at least annually by the Parties as part of the Development Plan and Gathering System Plan processes pursuant to Article 5 (such contracts, the “Dedicated Contracts”). Pending any formal amendment of Exhibit B-2 to update the list of Dedicated Contracts contained thereon, the Parties acknowledge and agree that Shippers’s delivery of Notice to Provider pursuant to Section 19.2 indicating Shipper’s intent to dedicate a contract to Provider under this InstrumentAgreement as a “Dedicated Contract” shall be sufficient to classify (A) such contract as a “Dedicated Contract” for all purposes hereunder until Exhibit B-2 is formally amended to include the same, and (iiiB) commits all volumes owned or Controlled by Shipper pursuant to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group such contract and delivered to Provider hereunder (to the extent such volumes were delivered from and after the last update of Exhibit B-2 and prior to the delivery of such written notice or after the delivery of such written notice) as “Dedicated Production” for all purposes hereunder.
(b) All Dedicated Producer Gas and all Shipper Gas subject to a Dedicated Contract that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas i) is not described in the foregoing subparts (iSection 4.1(c)(i), (ii) and is not subject to a Conflicting Dedication, (iii) being has not been reserved and utilized by Shipper pursuant to Section 4.3, and (iv) has not been released (either temporarily or permanently) from dedication pursuant to Section 4.4, is referred to collectively hereunder as “Dedicated GasProduction”). .
(c) Notwithstanding the foregoing:
(i) any Dedicated Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree (A) that is produced from a well that was drilled and acknowledge that, subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interestscompleted, and the Agreement shall is operated, in each case, by a Non-Party that is not apply to an Affiliate of Shipper, and (B) that such Non-Party operator (and not Shipper or any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control Shipper’s Affiliates) markets under applicable contractual arrangements with respect to Producer such well and such Shipper Gas, shall not be considered “Dedicated Production” hereunder; and
(ii) no Dedicated Contract may be amended, modified or any member otherwise supplemented by Shipper such that the volume of Producer Group which owns Dedicated Interests at Production resulting therefrom would be reduced without the time prior written consent of Gatherer, such Change of Control)consent not to be unreasonably withheld; provided, thenhowever, following that such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement restrictions shall not apply to (xA) any other Interests subsequently acquired by Producer (termination or expiration of any such member of Producer Group) following such Change of Control Dedicated Contract pursuant to its terms, or (yB) the removal of any other Interests owned at individual Well from the time coverage of any such Change Dedicated Contract that, on average, produces less than 100 Mcf of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of ControlGas a Month.
Appears in 2 contracts
Sources: Gas Gathering Agreement (Hess Midstream Partners LP), Gas Gathering Agreement (Hess Midstream Partners LP)
Dedication. (a) Subject to the exceptionsprovisions of Section 4.1 through Section 4.4 and Article 17, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby Customer exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver to Provider at either a North Zone Receipt Point or a South Zone Receipt Point under this Agreement for the provision of all Gas or a portion of the Crude Oil Services (to the extent Crude Oil Services beyond the initial Receipt Point are not required by Customer) all:
(i) Customer Crude Oil formerly owned or Controlled by Producer and produced from ▇▇▇▇▇ those oil and gas properties located in the area described on Exhibit B-1 (such area, as the same may be modified from time to time by the Parties hereunder, the “Dedicated Area”) that are operated by Producer, or that are not operated by Producer Group and/or produced but from non- operated ▇▇▇▇▇ which Producer has elected to take its applicable production in-kind (such Crude Oil, “Dedicated Producer Crude Oil”); and
(ii) Customer Crude Oil that are owned Customer owns or Controls through one of the contracts described on Exhibit B-2, which Exhibit shall be updated at least annually by Producer Group for gathering the Parties as part of the Development Plan and Terminals System Plan processes pursuant to Article 5 (such contracts, the “Dedicated Contracts”). Pending any formal amendment of Exhibit B-2 to update the list of Dedicated Contracts contained thereon, the Parties acknowledge and agree that Customer’s delivery of Notice to Provider pursuant to Section 19.2 indicating Customer’s intent to dedicate a contract to Provider under this InstrumentAgreement as a “Dedicated Contract” shall be sufficient to classify (A) such contract as a “Dedicated Contract” for all purposes hereunder until Exhibit B-2 is formally amended to include the same, and (iiiB) commits all volumes owned or Controlled by Customer pursuant to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group such contract and delivered to Provider hereunder (to the extent such volumes were delivered from and after the last update of Exhibit B-2 and prior to the delivery of such written notice or after the delivery of such notice) as “Dedicated Crude Oil” for all purposes hereunder.
(b) All Dedicated Producer Crude Oil and all Customer Crude Oil subject to a Dedicated Contract that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas i) is not described in the foregoing subparts (iSection 4.1(c)(i), (ii) and is not subject to a Conflicting Dedication, (iii) being has not been released (either temporarily or permanently) from dedication pursuant to Section 4.3, and (iv) has not been reserved and utilized by Customer pursuant to Section 4.4, is referred to collectively hereunder as “Dedicated GasCrude Oil”). .
(c) Notwithstanding the foregoing:
(i) any Dedicated Producer agrees Crude Oil that is produced from a well that was drilled and completed, and is operated, in each case, by a Non-Party that is not an Affiliate of Customer, shall not be considered “Dedicated Crude Oil” hereunder;
(ii) no Dedicated Contract may be amended, modified or otherwise supplemented by Customer such that the volume of Dedicated Crude Oil resulting therefrom would be materially reduced without the prior written consent of Provider, such consent not to deliver any be unreasonably withheld; provided, however, that such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree and acknowledge that, subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interests, and the Agreement shall not apply to any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control with respect to Producer (or any member of Producer Group which owns Dedicated Interests at the time of such Change of Control), then, following such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement restrictions shall not apply to (xA) any other Interests subsequently acquired by Producer (termination or expiration of any such member of Producer Group) following such Change of Control Dedicated Contract pursuant to its terms, or (yB) the removal of any other Interests owned at individual Well from the time coverage of any such Change Dedicated Contract that, on average, produced less than 100 Barrels of ControlCrude Oil a Month; and
(iii) Customer shall have the option to utilize Tank Car (Crude Oil) Services or transport Dedicated Crude Oil from the Rail Loading Points using third party Tank Cars. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, or subsequently acquired, by any Persons who become Affiliates of Producer AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (or such member of Producer Group) following such Change of Control**).
Appears in 2 contracts
Sources: Terminal and Export Services Agreement (Hess Midstream Partners LP), Terminal and Export Services Agreement (Hess Midstream Partners LP)
Dedication. Subject to the exceptions, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the this Agreement, Producer hereby exclusively makes Shipper commits to this Agreement and agrees to deliver to the following “Dedication” to Gatherer Receipt Points for Gathering and the Gathering System: Treating, (i) dedicates all Gas produced by Shipper from the Haynesville and commits all of Producer Group’s current Bossier formations which is attributable to Interests owned by Shipper within the lands and future Interests, acreage described on Exhibit A attached hereto (referred to as the “Committed Area”) during the Term and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits with respect to deliver all Gas produced from ▇▇▇▇▇ operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ that are owned by Producer Group for gathering under this Instrument, and (iii) commits to deliver all Gas from ▇▇▇▇▇ located within on the Dedication Committed Area that in which Shipper is the operator, Gas produced from such ▇▇▇▇▇ during the Term which is attributable to the Interests of other working interest owners, overriding royalty interest owners, and royalty owners which is not owned taken “in-kind” by Producer Group to the extent that Producer Group controls or such owners and for which Shipper has the right and/or obligation to market or deliver such Gas, for only so long as such Gas for is not taken “in-kind” (collectively, the term of this Instrument “Dedication”).
(a) The following shall be excluded from the Gas described in the foregoing subparts Dedication:
(i), (ii) Gas produced by Shipper reasonably required for Shipper’s operations on the Committed Area and (iii) being “Dedicated Gas”). Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person consumed by Shipper prior to delivery to Gatherer at a Receipt Point;
(ii) Gas delivered to the Receipt Point(s)gathering system owned by Tri-State North Louisiana Midstream, LLC (“Tri-State”) pursuant to that certain Gas Gathering Agreement between Shipper and Tri-State dated. The Parties agree September 8, 2008, as amended by the First Amendment and acknowledge thatSecond Amendment thereto (the “Tri-State Agreement”) to fulfill volume commitments in the Tri-State Agreement in effect until April 1, 2010 if such volume commitments are satisfied by such date; if the volume commitments are not satisfied by April 1. 2010, then the volume commitments may be extended to April 1, 2011. After the volume commitment is satisfied, this Tri-State Agreement Gas will be subject to Section 2.5 the Dedication, unless otherwise agreed by the Parties and Gatherer shall have no further obligation to deliver Shipper Gas to Tri-State;
(iii) Interests acquired by Shipper after the Effective Date that are subject to commitments or dedications in existence prior to Shipper’s acquisition of the AgreementInterests; provided, to however, Shipper at its sole option may include such Gas upon the extent that a Transferee acquires any portion expiration of the Interests such commitments or dedications; and
(including the iv) By written request of Shipper, and approved by Gatherer, which approval shall not be unreasonably withheld or delayed, Gas produced by Shipper from ▇▇▇▇▇ located in the Dedication Area), such Transferee Committed Area that are not operated by Shipper or Shipper Partner.
(b) Gatherer shall only receive rights and obligations hereunder deliver Shipper’s untreated Gas to the Tri-State Redelivery Points as identified in Exhibit I. This Gas delivered to such Interests, and the Agreement Tri-State shall not apply to any other Interests that may initially be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within excluded from the Dedication Areaas per Section 3.1(a)(ii) and any Gatherer’s fees that are provided for in Section 4. Additionally, if there is a Change Shipper shall continue to pay the applicable fees to Tri-State until Shipper’s required volume commitments to Tri-State are met. Upon Shipper’s satisfaction of Control with respect its volume commitments to Producer (or any member of Producer Group which owns Dedicated Interests at the time of such Change of Control), then, following such Change of ControlTri-State, the dedication provisions contained in Gas previously delivered to Tri-State shall become part of the Dedication and all terms and conditions of this Agreement shall only will apply to the Interests owned by Producer Gas.
(or such member of Producer Groupc) Shipper has a Gas treating agreement with Hawk Field Services LLC (“Petrohawk”). Subject to prevailing pressures allowing flow at the time Petrohawk Redelivery Point, identified as such on Exhibit I, Gatherer shall deliver untreated Shipper Gas to the Petrohawk Redelivery Point if:
(1) Gatherer has insufficient capacity to Treat Shipper Gas at its WOR Plant; or (2) Shipper has more Gas than there is Treating capacity on the WOR Magnolia Gathering System, and in either event Shipper shall pay a reduced Gathering Fee of [***] per MMBtu for Gas redelivered to the Petrohawk Redelivery Point in addition to the applicable Petrohawk fee. Shipper is responsible for all fees due to Petrohawk under the Petrohawk agreement for Treating as provided in this Section 3.1(c).
(d) If Gatherer for any reason other than reasons caused by Shipper, events of Force Majeure, or the provisions of Section 3.3, or 8.4, is unable for fifteen (15) consecutive days to Gather or Treat all or any portion of the Gas produced by Shipper within the Committed Area as required by this Agreement, Shipper shall notify Gatherer in writing of Shipper’s desire to implement the provisions of this Section 3.1(d). If, within thirty (30) days of Gatherer’s receipt of such Change notice, Gatherer has not cured the failure to take all, or the affected portion, of ControlShipper’s Gas, then that portion of such Gas that Gatherer is not Gathering or Treating shall be temporarily released from the Dedication. Gatherer acknowledges that Shipper may enter into alternative gathering or treating arrangements with third parties, provided that the duration of such agreements will not exceed six (6) Months, unless otherwise agreed. The temporary release from the Dedication shall remain in place until the later on (i) such point in time as Gatherer demonstrates to Shipper’s reasonable satisfaction that it is able to Gather or Treat the Gas as the case may be; or (ii) the expiration of the third party gathering or treating arrangements consistent with the preceding sentence.
(e) Notwithstanding the Dedication. Shipper expressly reserves unto itself, its successors and assigns the following: (i) the right to operate within the Committed Area free from any control by Gatherer, including, without limitation, the right (but never the obligation) to drill new ▇▇▇▇▇, to repair, rework, deepen, plug back and recomplete ▇▇▇▇▇, to surrender. release or terminate any lease (in whole or in part) covering the affected land; (ii) the right to deliver at the well production to lessors of leases on such lands in quantities to fulfill lease obligations from time to time, including the right to take royalty in kind; (iii) the right to use production for development and operation of such lands; (iv) the exclusive right to process Shipper Gas and Undedicated Shipper Gas in facilities not on the Magnolia Gathering System for recovery and removal of certain liquefiable hydrocarbons, and (v) the Agreement shall not apply right to (x) own any other Interests subsequently acquired by Producer (Plant Products or such member of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of ControlCondensate.
Appears in 2 contracts
Sources: Gas Gathering and Treating Agreement (Vine Resources Inc.), Gas Gathering and Treating Agreement (Vine Resources Inc.)
Dedication. Subject to the exceptions, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the this Agreement, Producer hereby exclusively makes Shipper commits to this Agreement and agrees to deliver to the following “Dedication” to Gatherer Receipt Points for Gathering and the Gathering System: Treating, (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all Gas produced by Shipper from the Haynesville and Bossier formations in the ▇▇▇▇▇ operated by Producer Group and/or produced from non- operated ▇▇, ▇▇▇▇▇ that are ▇▇▇, and Messenger Areas which is attributable to Interests owned by Producer Group for gathering under this Instrument, Shipper within the lands and acreage described on Exhibit A attached hereto (referred to as the “Committed Area”) during the Term and (iiiii) commits with respect to deliver all Gas from ▇▇▇▇▇ located within on the Dedication Committed Area that in which Shipper is the operator, Gas produced from such ▇▇▇▇▇ during the Term which is attributable to the Interests of other working interest owners, overriding royalty interest owners, and royalty owners which is not owned taken “in-kind” by Producer Group to the extent that Producer Group controls or such owners and for which Shipper has the right and/or obligation to market or deliver such Gas, for only so long as such Gas for is not taken “in-kind” (collectively, the term of this Instrument “Dedication”).
(a) The following shall be excluded from the Gas described in the foregoing subparts Dedication:
(i), (ii) Gas produced by Shipper reasonably required for Shipper’s operations on the Committed Area and (iii) being “Dedicated Gas”). Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person consumed by Shipper prior to delivery to Gatherer at a Receipt Point;
(ii) Interests acquired by Shipper after the Receipt Point(s). The Parties agree and acknowledge that, Effective Date that are subject to Section 2.5 commitments or dedications in existence prior to Shipper’s acquisition of the AgreementInterests, to provided, however, Shipper at its sole option may include such Gas upon the extent that a Transferee acquires any portion expiration of the Interests such commitments or dedications; and
(including the iii) By written request of Shipper, and approved by Gatherer, which approval shall not be unreasonably withheld or delayed, Gas produced by Shipper from ▇▇▇▇▇ located in the Committed Area that are not operated by Shipper or Shipper Partner.
(b) Shipper has a Gas treating agreement with Louisiana Midstream Gas Services, LLC (“LMGLLC”). Subject to prevailing pressures allowing flow at the LMGLLC Redelivery Point, identified as such on Exhibit I, if Gatherer has insufficient capacity to Treat Shipper Gas on its Olympia Gathering System, then Shipper may elect to have Gatherer deliver untreated Shipper Gas to the LGMLLC Redelivery Point and Shipper shall pay a reduced Gathering Fee of [***] per MMBtu for Gas redelivered to the LGMLLC Redelivery Point in addition to the applicable LGMLLC fee. Shipper is responsible for all fees due to LGMLLC under the LGMLLC agreement for Treating as provided in this Section 3.1(c)
(c) If Gatherer for any reason other than reasons caused by Shipper, events of Force Majeure, or the provisions of Section 3.3, or 8.4, is unable for fifteen (15) consecutive days to Gather or Treat all or any portion of the Gas produced by Shipper within the Committed Area as required by this Agreement, Shipper shall notify Gatherer in writing of Shipper’s desire to implement the provisions of this Section 3.1(b) If, within thirty (30) days of Gatherer’s receipt of such notice, Gatherer has not cured the failure to take all, or the affected portion, of Shipper’s Gas, then that portion of such Gas that Gatherer is not Gathering or Treating shall be temporarily released from the Dedication. Gatherer acknowledges that Shipper may enter into alternative gathering or treating arrangements with third parties, provided that the duration of such agreements will not exceed six (6) Months, unless otherwise agreed. The temporary release from the Dedication Area)shall remain in place until the later of: (i) such point in time as Gatherer demonstrates to Shipper’s reasonable satisfaction that it is able to Gather or Treat the Gas as the case may be; or (ii) the expiration of the third party gathering or treating arrangements consistent with the preceding sentence.
(d) Notwithstanding the Dedication, Shipper expressly reserves unto itself, its successors and assigns the following (1) the right to operate within the Committed Area free from any control by Gatherer, including, without limitation, the right (but never the obligation) to drill new ▇▇▇▇▇, to repair, rework, deepen, plug back and recomplete ▇▇▇▇▇, to surrender, release or terminate any lease (in whole or in part) covering the affected land; (ii) the right to deliver at the well production to lessors of leases on such Transferee shall only receive rights lands in quantities to fulfill lease obligations from time to time, including the right to take royalty in kind, (iii) the right to use production for development and obligations hereunder as operation of such lands; (iv) the exclusive right to such Interestsprocess Shipper Gas and Undedicated Shipper Gas in facilities not on the Olympia Gathering System for recovery and removal of certain liquefiable hydrocarbons, and (v) the Agreement shall not apply right to own any other Interests that may be owned by the Transferee Plant Products or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control with respect to Producer (or any member of Producer Group which owns Dedicated Interests at the time of such Change of Control), then, following such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement shall not apply to (x) any other Interests subsequently acquired by Producer (or such member of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of Control.Condensate
Appears in 2 contracts
Sources: Gas Gathering and Treating Agreement (Vine Resources Inc.), Gas Gathering and Treating Agreement (Vine Resources Inc.)
Dedication. (a) Subject to the exceptionsprovisions of Section 4.1 through Section 4.4 and Article 17, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby Customer exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all Gas to Provider under this Agreement all:
(i) Customer Crude Oil formerly owned or Controlled by Producer and produced from ▇▇▇▇▇ those oil and gas properties located in the area described on Exhibit B-1 (such area, as the same may be modified from time to time by the Parties hereunder, the “Dedicated Area”) that are operated by Producer, or that are not operated by Producer Group and/or produced but from non- operated ▇▇▇▇▇ which Producer has elected to take its applicable production in-kind (such Crude Oil, “Dedicated Producer Crude Oil”);
(ii) Customer Crude Oil that are owned by Customer owns or Controls through one of the contracts described on Exhibit B-2 (such contracts, the “Dedicated Contracts”).
(b) All Dedicated Producer Group for gathering under this Instrument, Crude Oil and all Customer Crude Oil subject to a Dedicated Contract that (iiii) commits to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group to the extent that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas described in the foregoing subparts (iSection 4.1(c)(i), (ii) and is not subject to a Conflicting Dedication, (iii) being has not been released (either temporarily or permanently) from dedication pursuant to Section 4.3, and (iv) has not been reserved and utilized by Customer pursuant to Section 4.4, is referred to collectively hereunder as “Dedicated GasCrude Oil”). .
(c) Notwithstanding the foregoing:
(i) any Dedicated Producer agrees Crude Oil that is produced from a well that was drilled and completed, and is operated, in each case, by a Non-Party that is not an Affiliate of Customer, shall not be considered “Dedicated Crude Oil” hereunder; and
(ii) no Dedicated Contract may be amended, modified or otherwise supplemented by Customer such that the volume of Dedicated Crude Oil resulting therefrom would be materially reduced without the prior written consent of Provider, such consent not to deliver any be unreasonably withheld; provided, however, that such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree and acknowledge that, subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interests, and the Agreement restrictions shall not apply to any other Interests that may be owned by the Transferee termination or expiration of any such Dedicated Contract pursuant to its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control with respect to Producer (or any member of Producer Group which owns Dedicated Interests at the time of such Change of Control), then, following such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement shall not apply to (x) any other Interests subsequently acquired by Producer (or such member of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of Controlterms.
Appears in 2 contracts
Sources: Terminal and Export Services Agreement (Hess Midstream Partners LP), Terminal and Export Services Agreement (Hess Midstream Partners LP)
Dedication. (a) Subject to the exceptionsprovisions of Section 4.1 through Section 4.4 and Article 17, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby Shipper exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all Gas to Gatherer under this Agreement all:
(i) Shipper Crude Oil formerly owned or Controlled by Producer and produced from ▇▇▇▇▇ those oil and gas properties located in the area described on Exhibit B-1 (such area, as the same may be modified from time to time by the Parties hereunder, the “Dedicated Area”) that are operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ or that are owned not operated by Producer, but from which Producer Group for gathering has elected to take its applicable production in-kind (such Crude Oil, “Dedicated Producer Crude Oil”); and
(ii) Shipper Crude Oil that Shipper owns or Controls through one of the contracts described on Exhibit B-2, which shall be updated at least annually by the Parties as part of the Development Plan and Gathering System Plan process pursuant to Article 5 (such contracts, the “Dedicated Contracts”). Pending any formal amendment of Exhibit B-2 to update the list of Dedicated Contracts contained thereon, the Parties acknowledge and agree that Shipper’s delivery of Notice to Provider pursuant to Section 19.2 indicating Shipper’s intent to dedicate a contract to Provider under this InstrumentAgreement as a “Dedicated Contract” shall be sufficient to classify (A) such contract as a “Dedicated Contract” for all purposes hereunder until Exhibit B-2 is formally amended to include the same, and (iiiB) commits all volumes owned or Controlled by Shipper pursuant to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group such contract and delivered to Provider hereunder (to the extent such volumes were delivered from and after the last update of Exhibit B-2 and prior to the delivery of such written notice or after the delivery of such written notice) as “Dedicated Crude Oil” for all purposes hereunder. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).
(b) All Dedicated Producer Crude Oil and all Shipper Crude Oil subject to a Dedicated Contract that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas i) is not described in the foregoing subparts (iSection 4.1(c)(i), (ii) and is not subject to a Conflicting Dedication, (iii) being has not been released (either temporarily or permanently) from dedication pursuant to Section 4.3, and (iv) has not been reserved and utilized by Shipper pursuant to Section 4.4, is referred to collectively hereunder as “Dedicated GasProduction”). .
(c) Notwithstanding the foregoing:
(i) any Dedicated Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree Crude Oil (A) that is produced from a well that was drilled and acknowledge that, subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interestscompleted, and the Agreement shall is operated, in each case, by a Non-Party that is not apply to an Affiliate of Shipper, and (B) that such Non-Party operator (and not Shipper or any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control Shipper’s Affiliates) markets under applicable contractual arrangements with respect to Producer such well and such Shipper Crude Oil, shall not be considered “Dedicated Production” hereunder; and
(ii) no Dedicated Contract may be amended, modified or any member otherwise supplemented by Shipper such that the volume of Producer Group which owns Dedicated Interests at Production resulting therefrom would be reduced without the time prior written consent of Gatherer, such Change of Control)consent not to be unreasonably withheld; provided, thenhowever, following that such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement restrictions shall not apply to (xA) any other Interests subsequently acquired by Producer (termination or expiration of any such member of Producer Group) following such Change of Control Dedicated Contract pursuant to its terms, or (yB) the removal of any other Interests owned at individual Well from the time coverage of any such Change Dedicated Contract that, on average, produces less than 100 Barrels of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of ControlCrude Oil a Month.
Appears in 2 contracts
Sources: Crude Oil Gathering Agreement (Hess Midstream Partners LP), Crude Oil Gathering Agreement (Hess Midstream Partners LP)
Dedication. (a) Subject to the exceptionsprovisions of Section 4.1 through Section 4.4 and Article 17, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby Customer exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all to Provider under this Agreement all:
(i) Customer Gas formerly owned or Controlled by Producer and produced from ▇▇▇▇▇ those oil and gas properties located in the area described on Exhibit B-1 (such area, as the same may be modified from time to time by the Parties hereunder, the “Dedicated Area”) that are operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ or that are owned not operated by Producer, but from which Producer Group for gathering under this Instrumenthas elected to take its applicable production in-kind (such Gas, “Dedicated Producer Gas”); and
(ii) Customer Gas that Customer owns or Controls through one of the contracts described on Exhibit B-2 (such contracts, the “Dedicated Contracts”).
(b) All Dedicated Producer Gas and all Customer Gas subject to a Dedicated Contract that (iiii) commits to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group to the extent that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas described in the foregoing subparts (iSection 4.1(c)(i), (ii) and is not subject to a Conflicting Dedication, (iii) being has not been reserved and utilized by Customer pursuant to Section 4.3, and (iv) has not been released (either temporarily or permanently) from dedication pursuant to Section 4.4, is referred to collectively hereunder as “Dedicated GasProduction”). .
(c) Notwithstanding the foregoing:
(i) any Dedicated Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree (A) that is produced from a well that was drilled and acknowledge that, subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interestscompleted, and the Agreement shall is operated, in each case, by a Non-Party that is not apply to an Affiliate of Customer, and (B) that such Non-Party operator (and not Customer or any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control Customer’s Affiliates) markets under applicable contractual arrangements with respect to Producer such well and such Customer Gas, shall not be considered “Dedicated Production” hereunder; and TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).
(ii) no Dedicated Contract may be amended, modified or any member otherwise supplemented by Customer such that the volume of Producer Group which owns Dedicated Interests at Production resulting therefrom would be reduced without the time prior written consent of Provider, such Change of Control)consent not to be unreasonably withheld; provided, thenhowever, following that such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement restrictions shall not apply to (xA) any other Interests subsequently acquired by Producer (termination or expiration of any such member of Producer Group) following such Change of Control Dedicated Contract pursuant to its terms, or (yB) the removal of any other Interests owned at individual well from the time coverage of any such Change Dedicated Contract that, on average, produces less than 100 Mcf of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of ControlGas a Month.
Appears in 2 contracts
Sources: Gas Processing and Fractionation Agreement (Hess Midstream Partners LP), Gas Processing and Fractionation Agreement (Hess Midstream Partners LP)
Dedication. Subject Producer hereby dedicates and commits to the exceptions, exclusions, and reservations set forth in the performance of this Agreement and all of the other terms and conditions of herein for the AgreementPrimary Term, Producer hereby exclusively makes as defined herein, as a covenant running with the following “Dedication” to Gatherer and land the Gathering Systemfollowing: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all Gas Producer's working interest share of Crude produced from ▇the W▇▇▇▇ operated by Producer Group and/or produced Producer; and (ii) all of Producer's working interest share of Crude from non- operated ▇w▇▇▇▇ operated by parties other than Producer in which Producer takes its share of production in kind, if applicable (collectively "Producer's Crude"). Notwithstanding the foregoing, Producer's Crude shall not include: (i) Crude subject to a prior Crude dedication as of the Effective Date of this Agreement for the minimum duration of that prior Crude dedication; (ii) Crude produced from any lands or Leases that Producer in the future acquires in the Area of Dedication that are owned subject to a prior Crude dedication entered into by Producer Group Producer's predecessor-in-interest for gathering under this Instrument, and the minimum duration of the prior Crude dedication; (iii) commits Crude from Leases that are subject to a Temporary Release (for so long as such Temporary Release remains in effect) or a Permanent Release, all in accordance with. the terms of this Agreement; and (iv) Crude produced from any Leases otherwise subject to this Agreement that are no longer held by production or upon their termination, expiration or release if such Leases are not cured, renewed, top-leased, re-acquired or newly acquired in whole or in part by Producer, its successor-in-interest, their respective Affiliates, or any of their respective officers, directors, employees, agents, or representatives. Subject to the remaining terms of this Agreement, including the rights of Producer in the event of a Temporary Release or Permanent Release, as defined herein, either exclusion applies only for the remaining minimum duration of the prior Crude dedication, Producer will take all action necessary not to extend the duration of such prior Crude dedication, and upon the expiration of that prior Crude dedication such interest will automatically be dedicated and committed hereunder. Producer shall promptly furnish Transporter with notices of the termination of all prior Crude dedication arrangements and the anticipated date of first delivery of those barrels to Transporter's Crude System. Producer covenants to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group of Producer's Crude to the extent that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas described in the foregoing subparts (i), (ii) and (iii) being “Dedicated Gas”). Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer Transporter at the Receipt Point(s). The Parties agree and acknowledge that, subject to Section 2.5 of the Points without other disposition except as otherwise provided in this Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interests, and the Agreement shall not apply to any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control with respect to Producer (or any member of Producer Group which owns Dedicated Interests at the time of such Change of Control), then, following such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement shall not apply to (x) any other Interests subsequently acquired by Producer (or such member of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of Control.
Appears in 1 contract
Sources: Crude Oil Dedication & Throughput Commitment Transportation Agreement (Emerald Oil, Inc.)
Dedication. Subject Under the Contract, subject to the exceptionsreservations in Section 5 below, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby exclusively makes the following “Dedication” to Gatherer and the Gathering System: Producers (i) dedicates exclusively dedicated and commits all committed to the performance of Producer Group’s current the Contract the Dedicated Properties and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, Dedicated Gas; (ii) dedicates represented that except as identified on the attached Exhibit D, the Dedicated Properties and commits Dedicated Gas are not otherwise subject to any gas gathering agreement or other commitment or arrangement that would permit or require the Dedicated Gas to be gathered on or delivered to any other pipeline system; (iii) agreed to deliver all Gas produced from ▇▇▇▇▇ operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ that are owned by Producer Group for gathering under this Instrument, and (iii) commits to deliver all Gas from ▇▇▇▇▇ located within of the Dedication Area that is not owned by Producer Group to the extent that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas described in the foregoing subparts (i), (ii) and (iii) being “Dedicated Gas”). Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer Gatherer’s System at the Receipt Point(s). The Parties Points; (iv) agreed to cause any existing or future Affiliates of Producers with interests in the Dedicated Properties to be bound by the Contract and to execute and join as a party to the Contract; (v) acknowledged and agree that the dedication and acknowledge thatcommitment made by Producers and their Affiliates under the Contract is a covenant running with the land, and Producers agreed to enter into any memoranda substantially in the form of this Memorandum and cooperate with Gatherer in all reasonable respects in filing them; (vi) covenanted that (a) no subsequent transfer of any interest in the Dedicated Properties will be made without the transferred Dedicated Properties being made subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interests, dedication obligation and the Agreement shall not apply to any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control with respect to Producer Contract and (or any member of Producer Group which owns Dedicated Interests at the time of such Change of Control), then, following such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Groupb) at the time of any such Change transfer, the transferor will provide to Gatherer the transferee’s acknowledgement of Control, the dedication and the Agreement shall not apply Contract, including Gatherer’s right to file memoranda of the Contract and the transferee’s acknowledgment in local land records; and (xvii) covenanted to take such further action and to execute and deliver all such other agreements, certificates, instruments and documents as may be reasonably requested from time to time by Gatherer in furtherance of the intent of and to accomplish and evidence the purposes of the Contract and the dedication, including providing such information and making such additional, revised, or amended memoranda of the Contract and any other Interests subsequently acquired by Producer (or such member filings to meet the requirements of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Controlstate, county, parish, or subsequently acquired, by any Persons who become Affiliates other jurisdiction for filing and with respect to the validity and enforceability of Producer (or such member of Producer Group) following such Change of Controlthe dedication.
Appears in 1 contract
Sources: Gas Gathering Contract (Access Midstream Partners Lp)
Dedication. (a) Subject to the exceptionsprovisions of Section 4.1 through Section 4.4 and Article 17, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby Shipper exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all to Gatherer under this Agreement all:
(i) Shipper Gas formerly owned or Controlled by Producer and produced from ▇▇▇▇▇ those oil and gas properties located in the area described on Exhibit B-1 (such area, as the same may be modified from time to time by the Parties hereunder, the “Dedicated Area”) that are operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ or that are owned not operated by Producer, but from which Producer Group for gathering has elected to take its applicable production in-kind (such Gas, “Dedicated Producer Gas”); and
(ii) Effective as of January 1, 2019, Shipper Gas that Shipper owns or Controls through one of the Third Party Contracts described on Exhibit B-2 attached hereto (such Third Party Contracts, the “Dedicated Third Party Contracts”). Shipper shall have the right from time to time during the Term applicable to each Subsystem to add additional Third Party Contracts as Dedicated Third Party Contracts under this InstrumentAgreement by delivery of Notice to Gatherer pursuant to Section 19.2 indicating Shipper’s intent to add a Third Party Contract to Exhibit B-2 as a Dedicated Third Party Contract. Pending any formal amendment of Exhibit B-2 to update the list of Dedicated Third Party Contracts contained thereon, the Parties acknowledge and agree that Shipper’s delivery of Notice to Gatherer pursuant to this Section 4.1(a)(ii) and Section 19.2 indicating Shipper’s intent to dedicate a Third Party Contract under this Agreement as a “Dedicated Third Party Contract” shall be sufficient to classify (A) such Third Party Contract as a “Dedicated Third Party Contract” for all purposes hereunder until Exhibit B-2 is formally amended to include the same, and (iiiB) commits all volumes owned or Controlled by Shipper pursuant to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group such Third Party Contract and delivered to Gatherer hereunder (to the extent such volumes were delivered from and after the last update of Exhibit B-2 and prior to the delivery of such written notice or after the delivery of such notice) as “Third Party Volumes” for all purposes hereunder. provided, however, that notwithstanding anything herein to the contrary, with respect to all periods prior to January 1, 2019, the definition of “Dedicated Contract” contained in the A&R Agreement and the provisions of the A&R Agreement pertaining to “Dedicated Contracts” shall, in each case, remain applicable hereunder with respect to the System Services provided during such period, and all volumes of Shipper Gas that Shipper owned or Controlled pursuant to any “Dedicated Contract” shall explicitly constitute “Tariff Volumes” hereunder with respect to such period.
(b) All Dedicated Producer Group controls or has the right Gas and all Shipper Gas subject to market such Gas for the term of this Instrument a Dedicated Third Party Contract that (the Gas i) is not described in the foregoing subparts (iSection 4.1(c)(i), (ii) and is not subject to a Conflicting Dedication, (iii) being has not been reserved and utilized by Shipper pursuant to Section 4.3, and (iv) has not been released (either temporarily or permanently) from dedication pursuant to Section 4.4, is referred to collectively hereunder as “Dedicated GasProduction”. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). .
(c) Notwithstanding the foregoing:
(i) any Dedicated Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree (A) that is produced from a well that was drilled and acknowledge that, subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interestscompleted, and the Agreement shall is operated, in each case, by a Non-Party that is not apply to an Affiliate of Shipper, and (B) that such Non-Party operator (and not Shipper or any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control Shipper’s Affiliates) markets under applicable contractual arrangements with respect to Producer such well and such Shipper Gas, shall not be considered “Dedicated Production” hereunder; and
(ii) no Dedicated Third Party Contract may be amended, modified or any member otherwise supplemented by Shipper such that the volume of Producer Group which owns Dedicated Interests at Production resulting therefrom would be reduced without the time prior written consent of Gatherer, such Change of Control)consent not to be unreasonably withheld; provided, thenhowever, following that such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement restrictions shall not apply to (xA) any other Interests subsequently acquired by Producer (termination or expiration of any such member of Producer Group) following such Change of Control Dedicated Third Party Contract pursuant to its terms, or (yB) the removal of any other Interests owned at individual Well from the time coverage of any such Change Dedicated Third Party Contract that, on average, produces less than 100 Mcf of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of ControlGas a Month.
Appears in 1 contract
Sources: Gas Gathering Agreement (Hess Midstream Partners LP)
Dedication. (a) Subject to the exceptionsprovisions of Section 4.1 through Section 4.4 and Article 17, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby ▇▇▇▇▇▇▇ exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all Gas to Gatherer under this Agreement all:
(i) Shipper Crude Oil formerly owned or Controlled by Producer and produced from those oil and gas properties located in the area described on Exhibit B-1 (such area, as the same may be modified from time to time by the Parties hereunder, the "Dedicated Area") that are operated by Producer or that are not operated by Producer, but from which Producer has elected to take its applicable production in-kind (such Crude Oil, "Dedicated Producer Crude Oil"); and
(ii) Shipper Crude Oil that Shipper owns or Controls through one of the contracts described on Exhibit B-2, which shall be updated at least annually by the Parties as part of the Development Plan and Gathering System Plan process pursuant to Article 5 (such contracts, the "Dedicated Contracts"). Pending any formal amendment of Exhibit B-2 to update the list of Dedicated Contracts contained thereon, the Parties acknowledge and agree that ▇▇▇▇▇ operated by Producer Group and/or produced from non- operated ▇▇▇'s delivery of Notice to Provider pursuant to Section 19.2 indicating ▇▇▇▇▇ that are owned by Producer Group for gathering ▇▇▇'s intent to dedicate a contract to Provider under this InstrumentAgreement as a "Dedicated Contract" shall be sufficient to classify (A) such contract as a "Dedicated Contract" for all purposes hereunder until Exhibit B-2 is formally amended to include the same, and (iiiB) commits all volumes owned or Controlled by Shipper pursuant to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group such contract and delivered to Provider hereunder (to the extent such volumes were delivered from and after the last update of Exhibit B-2 and prior to the delivery of such written notice or after the delivery of such written notice) as "Dedicated Crude Oil" for all purposes hereunder. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
(b) All Dedicated Producer Crude Oil and all Shipper Crude Oil subject to a Dedicated Contract that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas i) is not described in the foregoing subparts (iSection 4.1(c)(i), (ii) and is not subject to a Conflicting Dedication, (iii) being “Dedicated Gas”). Producer agrees has not to deliver any such Dedicated Gas to any other gatherer, purchaser, been released (either temporarily or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree and acknowledge that, subject permanently) from dedication pursuant to Section 2.5 of the Agreement4.3, and (iv) has not been reserved and utilized by Shipper pursuant to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area)Section 4.4, such Transferee shall only receive rights and obligations is referred to collectively hereunder as to such Interests"Dedicated Production".
(c) Notwithstanding the foregoing:
(i) any Dedicated Producer Crude Oil (A) that is produced from a well that was drilled and completed, and the Agreement shall is operated, in each case, by a Non-Party that is not apply to an Affiliate of Shipper, and (B) that such Non-Party operator (and not Shipper or any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control Shipper's Affiliates) markets under applicable contractual arrangements with respect to Producer such well and such Shipper Crude Oil, shall not be considered "Dedicated Production" hereunder; and
(ii) no Dedicated Contract may be amended, modified or any member otherwise supplemented by Shipper such that the volume of Producer Group which owns Dedicated Interests at Production resulting therefrom would be reduced without the time prior written consent of Gatherer, such Change of Control)consent not to be unreasonably withheld; provided, thenhowever, following that such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement restrictions shall not apply to (xA) any other Interests subsequently acquired by Producer (termination or expiration of any such member of Producer Group) following such Change of Control Dedicated Contract pursuant to its terms, or (yB) the removal of any other Interests owned at individual Well from the time coverage of any such Change Dedicated Contract that, on average, produces less than 100 Barrels of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of ControlCrude Oil a Month.
Appears in 1 contract
Dedication. (a) Subject to the exceptionsprovisions of Section 4.1 through Section 4.4 and Article 17, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby Customer exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all to Provider under this Agreement all:
(i) Customer Gas formerly owned or Controlled by Producer and produced from ▇▇▇▇▇ those oil and gas properties located in the area described on Exhibit B-1 (such area, as the same may be modified from time to time by the Parties hereunder, the "Dedicated Area") that are operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ or that are owned not operated by Producer, but from which Producer Group for gathering has elected to take its applicable production in-kind (such Gas, "Dedicated Producer Gas"); and
(ii) Effective as of January 1, 2019, Customer Gas that Customer owns or Controls through one of the Third Party Contracts described on Exhibit B-2 attached hereto (such Third Party Contracts, the "Dedicated Third Party Contracts"). Customer shall have the right from time to time during the Term to add additional Third Party Contracts as Dedicated Third Party Contracts under this InstrumentAgreement by delivery of Notice to Provider pursuant to Section 19.2 indicating Customer's intent to add a Third Party Contract to Exhibit B-2 as a Dedicated Third Party Contract. Pending any formal amendment of Exhibit B-2 to update the list of Dedicated Third Party Contracts contained thereon, the Parties acknowledge and agree that Customer's delivery of Notice to Provider pursuant to this Section 4.1(a)(ii) and Section 19.2 indicating Customer's intent to dedicate a Third Party Contract under this Agreement as a "Dedicated Third Party Contract" shall be sufficient to classify (A) such Third Party Contract as a "Dedicated Third Party Contract" for all purposes hereunder until Exhibit B-2 is formally amended to include the same, and (iiiB) commits all volumes owned or Controlled by Customer pursuant to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group such Third Party Contract and delivered to Provider hereunder (to the extent such volumes were delivered from and after the last update of Exhibit B-2 and prior to the delivery of such written notice or after the delivery of such notice) as "Third Party Volumes" for all purposes hereunder; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. provided, however, that notwithstanding anything herein to the contrary, with respect to all periods prior to January 1, 2019, the definition of "Dedicated Contract" contained in the A&R Agreement and the provisions of the A&R Agreement pertaining to "Dedicated Contracts" shall, in each case, remain applicable hereunder with respect to the System Services provided during such period, and all volumes of Customer Gas that Customer owned or Controlled pursuant to any "Dedicated Contract" shall explicitly constitute "Tariff Volumes" hereunder with respect to such period.
(b) All Dedicated Producer Group controls or has the right Gas and all Customer Gas subject to market such Gas for the term of this Instrument a Dedicated Third Party Contract that (the Gas i) is not described in the foregoing subparts (iSection 4.1(c)(i), (ii) and is not subject to a Conflicting Dedication, (iii) being “Dedicated Gas”). Producer agrees has not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree been reserved and acknowledge that, subject utilized by Customer pursuant to Section 2.5 of the Agreement4.3, and (iv) has not been released (either temporarily or permanently) from dedication pursuant to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area)Section 4.4, such Transferee shall only receive rights and obligations is referred to collectively hereunder as to such Interests"Dedicated Production".
(c) Notwithstanding the foregoing:
(i) any Dedicated Producer Gas (A) that is produced from a well that was drilled and completed, and the Agreement shall is operated, in each case, by a Non-Party that is not apply to an Affiliate of Customer, and (B) that such Non-Party operator (and not Customer or any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control Customer's Affiliates) markets under applicable contractual arrangements with respect to Producer such well and such Customer Gas, shall not be considered "Dedicated Production" hereunder; and
(ii) no Dedicated Third Party Contract may be amended, modified or any member otherwise supplemented by Customer such that the volume of Producer Group which owns Dedicated Interests at Production resulting therefrom would be reduced without the time prior written consent of Provider, such Change of Control)consent not to be unreasonably withheld; provided, thenhowever, following that such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement restrictions shall not apply to (xA) any other Interests subsequently acquired by Producer (termination or expiration of any such member of Producer Group) following such Change of Control Dedicated Third Party Contract pursuant to its terms, or (yB) the removal of any other Interests owned at individual well from the time coverage of any such Change Dedicated Third Party Contract that, on average, produces less than 100 Mcf of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of ControlGas a Month.
Appears in 1 contract
Sources: Gas Processing and Fractionation Agreement (Hess Midstream LP)
Dedication. 2.1. Subject to the exceptions, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreementprovisions hereof, Producer hereby exclusively makes (a) dedicates the following “Dedication” Dedicated Properties to the Gathering System for gathering by Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all Gas produced from ▇▇▇▇▇ operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ that are owned by Producer Group for gathering under this Instrument, and (iiib) commits to deliver all or cause to be delivered at Gatherer’s Receipt Point(s) the total volume of Subject Gas from ▇▇▇▇▇ located within now or hereafter drilled on the Dedication Area that is not lands covered by the Dedicated Properties (or lands pooled therewith), in each case excluding the Subject Gas reserved or utilized by Producer in accordance with the terms of Section 3. Any transfer by Producer of its right, title, or interest in the Dedicated Properties or in the Subject Gas owned by Producer, or in an oil and gas lease, fee mineral interest or other agreement, interest or right which creates or gives rise to Producer’s interest in the Subject Gas owned by Producer, to a third party, whether by farmout, contract, or otherwise, shall be subject to this Agreement. In addition, Producer will notify any person to whom Producer transfers all or a portion of its right, title, or interest in or out of the Dedicated Properties or the Subject Gas owned by Producer Group that such Dedicated Properties, and the Subject Gas owned by Producer located under the lands covered by such Dedicated Properties is dedicated pursuant to the terms of this Agreement to be gathered by Gatherer. Producer will notify Gatherer of any such transfer within 10 days of the effective date. Failure of Producer to comply with the foregoing shall not affect Gatherer’s rights herein or the dedication being binding on successors or assignees.
2.2. Gas shall be delivered to the Receipt Point(s) after standard mechanical separation by Producer for the removal of free water and free liquid hydrocarbons, but shall not otherwise be processed by Producer for the removal of Liquefiable Hydrocarbons. PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
2.3. Gatherer agrees that subject to the provisions hereof, it will receive the Subject Gas from the Receipt Point(s), and will cause the redelivery of such Subject Gas, less Producer’s pro rata share of Fuel and Loss, to Producer or Producer's Transporter at the Delivery Point(s).
2.4. To the extent Producer acquires any additional leasehold interests within the Contract Area that are subject to an existing services contract with Gatherer, such interests shall remain subject to such contract until the expiration or termination of such contract unless Producer and Gatherer mutually agree to a release under the terms of such contract and dedicate and commit the interests to this Agreement. To the extent Producer acquires any additional leasehold interests within the Contract Area that are subject to an existing dedication, such interests shall not be subject to this Agreement for so long as the prior dedication remains in effect without Producer exercising any extension rights or entering into an agreement to extend the duration of the prior dedication.
2.5. Producer hereby represents and warrants to Gatherer, the following: (i) Exhibit A contains true, accurate, and complete descriptions of all oil, gas and/or mineral leases within the Contract Area acquired from QRI pursuant to the terms to Asset Purchase Agreement and owned by Producer or its Affiliates as of the Effective Date, which are dedicated and committed to the Gathering System as of the Effective Date; and (ii) Producer or its Affiliates have the right to dedicate and commit such oil, gas and/or minerals leases to the Gathering System. To the extent that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas described in the foregoing subparts (i), (ii) and (iii) being “Dedicated Gas”). Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree and acknowledge that, subject to Section 2.5 of the Agreement, did acquire from QRI pursuant to the extent that a Transferee acquires any portion of Asset Purchase Agreement oil, gas and/or mineral leases within the Interests (including the ▇▇▇▇▇ located in the Dedication Area)Contract Area which have been omitted from Exhibit A, such Transferee oil, gas and/or mineral leases shall only receive rights and obligations hereunder as be deemed to such Interests, be included on Exhibit A and the Agreement Parties shall not apply promptly amend Exhibit A to add such omitted oil, gas and/or mineral leases. Such amendments to Exhibit A shall be Gatherer’s sole and exclusive remedy for Producer’s breach of any other Interests that may be owned by the Transferee representation or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control with respect to Producer (or any member of Producer Group which owns Dedicated Interests at the time of such Change of Control), then, following such Change of Control, the dedication provisions contained warranty in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement shall not apply to (x) any other Interests subsequently acquired by Producer (or such member of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of Controlthis Section 2.5.
Appears in 1 contract
Sources: Gas Gathering Agreement (Crestwood Midstream Partners LP)
Dedication. (a) Subject to the exceptionsprovisions of Section 4.1 through Section 4.4 and Article 17, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby Customer exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all to Provider under this Agreement all:
(i) Customer Gas formerly owned or Controlled by Producer and produced from ▇▇▇▇▇ those oil and gas properties located in the area described on Exhibit B-1 (such area, as the same may be modified from time to time by the Parties hereunder, the “Dedicated Area”) that are operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ or that are owned not operated by Producer, but from which Producer Group for gathering has elected to take its applicable production in-kind (such Gas, “Dedicated Producer Gas”); and
(ii) Effective as of January 1, 2019, Customer Gas that Customer owns or Controls through one of the Third Party Contracts described on Exhibit B-2 attached hereto (such Third Party Contracts, the “Dedicated Third Party Contracts”). Customer shall have the right from time to time during the Term to add additional Third Party Contracts as Dedicated Third Party Contracts under this InstrumentAgreement by delivery of Notice to Provider pursuant to Section 19.2 indicating Customer’s intent to add a Third Party Contract to Exhibit B-2 as a Dedicated Third Party Contract. Pending any formal amendment of Exhibit B-2 to update the list of Dedicated Third Party Contracts contained thereon, the Parties acknowledge and agree that Customer’s delivery of Notice to Provider pursuant to this Section 4.1(a)(ii) and Section 19.2 indicating Customer’s intent to dedicate a Third Party Contract under this Agreement as a “Dedicated Third Party Contract” shall be sufficient to classify (A) such Third Party Contract as a “Dedicated Third Party Contract” for all purposes hereunder until Exhibit B-2 is formally amended to include the same, and (iiiB) commits all volumes owned or Controlled by Customer pursuant to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group such Third Party Contract and delivered to Provider hereunder (to the extent such volumes were delivered from and after the last update of Exhibit B-2 and prior to the delivery of such written notice or after the delivery of such notice) as “Third Party Volumes” for all purposes hereunder; TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). provided, however, that notwithstanding anything herein to the contrary, with respect to all periods prior to January 1, 2019, the definition of “Dedicated Contract” contained in the A&R Agreement and the provisions of the A&R Agreement pertaining to “Dedicated Contracts” shall, in each case, remain applicable hereunder with respect to the System Services provided during such period, and all volumes of Customer Gas that Customer owned or Controlled pursuant to any “Dedicated Contract” shall explicitly constitute “Tariff Volumes” hereunder with respect to such period.
(b) All Dedicated Producer Group controls or has the right Gas and all Customer Gas subject to market such Gas for the term of this Instrument a Dedicated Third Party Contract that (the Gas i) is not described in the foregoing subparts (iSection 4.1(c)(i), (ii) and is not subject to a Conflicting Dedication, (iii) being has not been reserved and utilized by Customer pursuant to Section 4.3, and (iv) has not been released (either temporarily or permanently) from dedication pursuant to Section 4.4, is referred to collectively hereunder as “Dedicated GasProduction”). .
(c) Notwithstanding the foregoing:
(i) any Dedicated Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree (A) that is produced from a well that was drilled and acknowledge that, subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interestscompleted, and the Agreement shall is operated, in each case, by a Non-Party that is not apply to an Affiliate of Customer, and (B) that such Non-Party operator (and not Customer or any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control Customer’s Affiliates) markets under applicable contractual arrangements with respect to Producer such well and such Customer Gas, shall not be considered “Dedicated Production” hereunder; and
(ii) no Dedicated Third Party Contract may be amended, modified or any member otherwise supplemented by Customer such that the volume of Producer Group which owns Dedicated Interests at Production resulting therefrom would be reduced without the time prior written consent of Provider, such Change of Control)consent not to be unreasonably withheld; provided, thenhowever, following that such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement restrictions shall not apply to (xA) any other Interests subsequently acquired by Producer (termination or expiration of any such member of Producer Group) following such Change of Control Dedicated Third Party Contract pursuant to its terms, or (yB) the removal of any other Interests owned at individual well from the time coverage of any such Change Dedicated Third Party Contract that, on average, produces less than 100 Mcf of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of ControlGas a Month.
Appears in 1 contract
Sources: Gas Processing and Fractionation Agreement (Hess Midstream Partners LP)
Dedication. Subject to the exceptions, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby exclusively makes Shipper has dedicated for gathering and treating under the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future InterestsAgreement, and Gas from such Interestshas agreed to deliver, whether in place or produced and severed therefromcause to be delivered, in to Gatherer, at the Dedication AreaReceipt Points, (ii) dedicates and commits to deliver all certain Gas produced from ▇▇▇▇▇ operated by Producer Group and/or located within the areas more particularly described on Exhibit “A” (▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇) (the “Dedication Area”) as follows:
(i) all Gas now or hereafter produced from non- operated ▇▇▇▇▇ completed to the depths of the base of the Mesa Verde formation ([***] the Type Log for the [***] well as depicted in the Agreement) and shallower located within the Dedication Area described on Exhibit “A” which is attributable to Interests now owned or hereafter acquired by Shipper;
(ii) any Gas delivered to the K-28E Field Compressor Station up to its capacity as of the Effective Date of the Agreement,
(iii) Gas attributable to an Interest of Shipper produced from certain ▇▇▇▇▇ that are owned added to the Dedication from time to time as mutually agreed by Producer Group for gathering under this Instrument, Shipper and Gatherer;
(iiiiv) commits with respect to deliver all Gas from the ▇▇▇▇▇ located within the Dedication Area that in which Shipper is the operator, Gas produced from such ▇▇▇▇▇ which is attributable to Interests of other working interest owners, overriding royalty interest owners, and royalty interest owners (x) which is not owned taken “in-kind” by Producer Group to such owners upstream of the extent that Producer Group controls or Delivery Points and/or (y) for which Shipper has the right and/or obligation to market or deliver such Gas for the term of this Instrument Gas; and
(the Gas described in the foregoing subparts (i), (iiv) and (iii) being “Dedicated Gas”). Producer agrees not with respect to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree and acknowledge that, subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in within the Dedication AreaArea in which Shipper is the operator, Gas produced from such ▇▇▇▇▇ which is attributable to Interests of [***] for which Shipper has the right and/or obligation to market or deliver such Gas, for only so long as such Gas is dedicated to Shipper (collectively, (i) through (v), such Transferee shall only receive rights and obligations hereunder the “Dedication”). Interests within the Dedication Area that are subject to prior commitments as to such Interests, and of the Effective Date of the Agreement shall not apply may, at Shipper’s option, be renewed with such prior parties or become part of the Dedication after expiration of such commitments. Interests hereafter acquired by Shipper within the Dedication Area that are subject to any other Interests that may be owned by the Transferee or its Affiliates prior commitments at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within acquisition pursuant to the PSA will become part of the Dedication Area. Additionally, if there is a Change of Control with respect to Producer (or any member of Producer Group which owns Dedicated Interests at the time after expiration of such Change of Control), then, following such Change of Controlcommitments. By mutual agreement, the dedication provisions contained in Parties may increase or decrease the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement shall not apply to (x) any other Interests subsequently acquired by Producer (or such member of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of ControlDedication.
Appears in 1 contract
Sources: Gas Gathering Agreement (Summit Midstream Partners, LP)
Dedication. (a) Subject to the exceptionsprovisions of Section 4.1 through Section 4.4 and Article 17, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby Customer exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver to Provider at either a North Zone Receipt Point or a South Zone Receipt Point under this Agreement for the provision of all Gas or a portion of the Crude Oil Services (to the extent Crude Oil Services beyond the initial Receipt Point are not required by Customer) all:
(i) Customer Crude Oil formerly owned or Controlled by Producer and produced from ▇▇▇▇▇ those oil and gas properties located in the area described on Exhibit B-1 (such area, as the same may be modified from time to time by the Parties hereunder, the "Dedicated Area") that are operated by Producer, or that are not operated by Producer Group and/or produced but from non- operated ▇▇▇▇▇ which Producer has elected to take its applicable production in-kind (such Crude Oil, "Dedicated Producer Crude Oil"); and
(ii) Customer Crude Oil that are owned Customer owns or Controls through one of the contracts described on Exhibit B-2, which Exhibit shall be updated at least annually by Producer Group for gathering the Parties as part of the Development Plan and Terminals System Plan processes pursuant to Article 5 (such contracts, the "Dedicated Contracts"). Pending any formal amendment of Exhibit B-2 to update the list of Dedicated Contracts contained thereon, the Parties acknowledge and agree that Customer's delivery of Notice to Provider pursuant to Section 19.2 indicating Customer's intent to dedicate a contract to Provider under this InstrumentAgreement as a "Dedicated Contract" shall be sufficient to classify (A) such contract as a "Dedicated Contract" for all purposes hereunder until Exhibit B-2 is formally amended to include the same, and (iiiB) commits all volumes owned or Controlled by Customer pursuant to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group such contract and delivered to Provider hereunder (to the extent such volumes were delivered from and after the last update of Exhibit B-2 and prior to the delivery of such written notice or after the delivery of such notice) as "Dedicated Crude Oil" for all purposes hereunder.
(b) All Dedicated Producer Crude Oil and all Customer Crude Oil subject to a Dedicated Contract that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas i) is not described in the foregoing subparts (iSection 4.1(c)(i), (ii) and is not subject to a Conflicting Dedication, (iii) being “has not been released (either temporarily or permanently) from dedication pursuant to Section 4.3, and (iv) has not been reserved and utilized by Customer pursuant to Section 4.4, is referred to collectively hereunder as "Dedicated Gas”). Crude Oil".
(c) Notwithstanding the foregoing:
(i) any Dedicated Producer agrees Crude Oil that is produced from a well that was drilled and completed, and is operated, in each case, by a Non-Party that is not an Affiliate of Customer, shall not be considered "Dedicated Crude Oil" hereunder;
(ii) no Dedicated Contract may be amended, modified or otherwise supplemented by Customer such that the volume of Dedicated Crude Oil resulting therefrom would be materially reduced without the prior written consent of Provider, such consent not to deliver any be unreasonably withheld; provided, however, that such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree and acknowledge that, subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interests, and the Agreement shall not apply to any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control with respect to Producer (or any member of Producer Group which owns Dedicated Interests at the time of such Change of Control), then, following such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Control, and the Agreement restrictions shall not apply to (xA) any other Interests subsequently acquired by Producer (termination or expiration of any such member of Producer Group) following such Change of Control Dedicated Contract pursuant to its terms, or (yB) the removal of any other Interests owned at individual Well from the time coverage of any such Change Dedicated Contract that, on average, produced less than 100 Barrels of Control, Crude Oil a Month; and
(iii) Customer shall have the option to utilize Tank Car (Crude Oil) Services or subsequently acquired, by any Persons who become Affiliates of Producer transport Dedicated Crude Oil from the Rail Loading Points using third party Tank Cars. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (or such member of Producer Group“[***]”) following such Change of ControlBECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Appears in 1 contract
Sources: Terminal and Export Services Agreement (Hess Midstream LP)
Dedication. Subject Under the Contract, subject to the exceptionsreservations in Section 5 below, exclusions, and reservations set forth in the Agreement and the other terms and conditions of the Agreement, Producer hereby exclusively makes the following “Dedication” to Gatherer and the Gathering System: Producers (i) dedicates exclusively dedicated and commits all committed to the performance of Producer Group’s current the Contract the Dedicated Properties and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, Dedicated Gas; (ii) dedicates represented that except as identified on the attached Exhibit E, the Dedicated Properties and commits Dedicated Gas are not otherwise subject to any gas gathering agreement or other commitment or arrangement that would permit or require the Dedicated Gas to be gathered on or delivered to any other pipeline system; (iii) agreed to deliver all Gas produced from ▇▇▇▇▇ operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ that are owned by Producer Group for gathering under this Instrument, and (iii) commits to deliver all Gas from ▇▇▇▇▇ located within of the Dedication Area that is not owned by Producer Group to the extent that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas described in the foregoing subparts (i), (ii) and (iii) being “Dedicated Gas”). Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer Gatherer’s System at the Receipt Point(s). The Parties Points; (iv) agreed to cause any existing or future Affiliates of Producers with interests in the Dedicated Properties to be bound by the Contract and to execute and join as a party to the Contract; (v) acknowledged and agree that the dedication and acknowledge thatcommitment made by Producers and their Affiliates under the Contract is a covenant running with the land, and Producers agreed to enter into any memoranda substantially in the form of this Memorandum and cooperate with Gatherer in all reasonable respects in filing them; (vi) covenanted that (a) no subsequent transfer of any interest in the Dedicated Properties will be made without the transferred Dedicated Properties being made subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interests, dedication obligation and the Agreement shall not apply to any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control with respect to Producer Contract and (or any member of Producer Group which owns Dedicated Interests at the time of such Change of Control), then, following such Change of Control, the dedication provisions contained in the Agreement shall only apply to the Interests owned by Producer (or such member of Producer Groupb) at the time of any such Change transfer, the transferor will provide to Gatherer the transferee’s acknowledgement of Control, the dedication and the Agreement shall not apply Contract, including Gatherer’s right to file memoranda of the Contract and the transferee’s acknowledgment in local land records; and (xvii) covenanted to take such further action and to execute and deliver all such other agreements, certificates, instruments and documents as may be reasonably requested from time to time by Gatherer in furtherance of the intent of and to accomplish and evidence the purposes of the Contract and the dedication, including providing such information and making such additional, revised, or amended memoranda of the Contract and any other Interests subsequently acquired by Producer (or such member filings to meet the requirements of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Controlstate, county, parish, or subsequently acquired, by any Persons who become Affiliates other jurisdiction for filing and with respect to the validity and enforceability of Producer (or such member of Producer Group) following such Change of Controlthe dedication.
Appears in 1 contract
Sources: Gas Gathering Contract (Access Midstream Partners Lp)
Dedication. Subject to the exceptionsterms of the AMI Agreement, exclusions, and reservations set forth in the Agreement and the other terms and conditions hereof, Customer hereby dedicates for processing under this Agreement and, commencing at 9:00 a.m., Central Clock Time, on the Plant Operational Date of the AgreementLincoln Parish Plant and continuing until the end of the term as provided in Section 11.1 hereof, Producer hereby exclusively makes shall deliver, or cause to be delivered, hereunder to the Point of Delivery the following (the “Dedication” and, the Gas that is the subject of the Dedication, being herein referred to Gatherer and as the Gathering System: “Customer Gas”):
(ia) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all Gas produced and saved from ▇▇▇▇▇ operated now or hereafter located on lands covered by Producer Group the Customer Dedicated Leases or on lands pooled or unitized therewith to the extent such Gas is attributable to Interests now owned by Customer and/or any of its Subsidiaries or hereafter acquired by Customer and/or any of its Subsidiaries, and their respective successors and assigns, and not delivered or used in lease operations as permitted pursuant to Section 2.8 or otherwise excluded as provided herein; and
(b) with respect to such ▇▇▇▇▇ for which Customer and/or any of its Subsidiaries is the operator, Gas produced from non- operated such ▇▇▇▇▇ that are owned by Producer Group for gathering under this Instrument, and (iii) commits is attributable to deliver all Gas from Interests in such ▇▇▇▇▇ located within the Dedication Area that owned by other working interest owners and royalty owners which is not owned (i) taken “in-kind” by Producer Group such working interest owners and royalty owners (and which Customer has the contractual right to the extent that Producer Group controls deliver under this Agreement) or (ii) delivered or used in lease operations as permitted pursuant to Section 2.8, and for which Customer and/or any of its Subsidiaries has the right to market such Gas for the term of this Instrument (the Gas described in the foregoing subparts (i), (ii) and (iii) being “Dedicated Gas”). Producer agrees not and/or obligation to deliver any such Dedicated Gas to any other gathererGas; provided, purchaserhowever, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree and acknowledge that, subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including the ▇▇▇▇▇ located in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such Interests, and the Agreement shall not apply to any other Interests that may be owned by the Transferee or its Affiliates at the time of such Transfer or subsequently acquired by such Transferee or its Affiliates within the Dedication Area. Additionally, if there is a Change of Control with respect to Producer (or any member of Producer Group which owns Dedicated Interests at Customer Gas that is subject to a Prior Dedication, such Customer Gas may be delivered in accordance with such Prior Dedication as provided in Section 2.2 hereof. Notwithstanding the time of such Change of Control), then, following such Change of Controlforegoing, the dedication provisions contained in the Agreement shall only apply Parties acknowledge and agree that prior to the Interests owned by Producer (or such member Plant Operational Date of Producer Group) at the time of such Change of ControlLincoln Parish Plant, and the Agreement shall not apply Customer may deliver Customer Gas to (x) any other Interests subsequently acquired by Producer (or such member of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Controlgathering systems, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of Controlprocessors and/or pipelines.
Appears in 1 contract
Sources: Gas Processing Agreement (Memorial Resource Development Corp.)
Dedication. (a) Subject to the exceptionsreservations contained in Section 3 of this Article II, exclusionsProducer hereby commits and dedicates to the performance of this Agreement, and reservations during the term of this Agreement, all of Producer’s Dedicated Gas. Notwithstanding anything to the contrary set forth in the Agreement and the other terms and conditions of the this Agreement, Producer hereby exclusively makes the following “Dedication” to Gatherer and the Gathering System: (i) dedicates and commits all of Producer Group’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all Gas produced from ▇▇▇▇▇ operated by Producer Group and/or produced from non- operated existing or future ▇▇▇▇▇ that are owned by Producer Group for gathering under this Instrument, and (iii) commits to deliver all Gas from ▇▇▇▇▇ located within the Dedication Area that is not owned by Producer Group to the extent that Producer Group controls or has the right to market such Gas for the term of this Instrument (the Gas described in the foregoing subparts (i), (ii) and (iii) being “Dedicated Gas”). Producer agrees not to deliver any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at the Receipt Point(s). The Parties agree and acknowledge that, subject to Section 2.5 of the Agreement, to the extent that a Transferee acquires any portion of the Interests (including Producer’s gathering system commonly known as the ▇▇▇▇▇ located System, in ▇▇▇▇ County, Texas, for redelivery out of such system at the ▇▇▇▇▇ Sales Meter #6000 up to 10,000 Mcf per day (as measured at such meter) (“▇▇▇▇▇ Gas”), is dedicated by Producer to Gatherer under that certain Gas Gathering Agreement dated September 1, 2010 bearing Gatherer’s Contract No. PF-028 and is excluded from the commitment and dedication under this Agreement. Any Gas delivered from the ▇▇▇▇▇ System in excess of 10,000 Mcf per day shall be dedicated under this Agreement.
(b) The dedication by Producer of Producer’s Dedicated Gas to the performance of this Agreement shall be a covenant running with the land with respect to the Lease(s) and shall be binding on all successors and assigns of Producer thereunder. To that end, counterparts of a recording memorandum for this Agreement, a form of which is attached hereto as Exhibit “G”, shall be filed of record by Gatherer in all counties in which the Dedicated Area is located. If, at any time during the term of this Agreement, Producer sells, transfers, conveys, assigns, grants, or otherwise disposes of all or any interests in the Dedication AreaLease(s), any such Transferee sale, transfer, conveyance, assignment, or other disposition shall only receive rights be expressly made subject to the terms of this Agreement.
(c) Producer represents and obligations hereunder as warrants that, prior to such Intereststhe Effective Date, and it has not dedicated any of the Agreement shall not apply to Lease(s) currently in effect for the Dedicated Area, any Gas produced therefrom, or any other Interests that may be owned by interest in or portion of the Transferee Dedicated Area to a third Person under another Gas gathering, transportation or similar agreement which would conflict with Producer’s dedication hereunder. Notwithstanding the foregoing, if, after the Effective Date, Producer or its Affiliates acquire additional Lease(s) covering lands and formations in the Dedicated Area that, at the time of such Transfer or subsequently acquired by such Transferee Producer’s or its Affiliates within Affiliates’ acquisition thereof, are subject to existing purchase, gathering, transportation, or similar agreements executed by Producer’s predecessors in interest with third Persons that contain acreage or production dedications, such Lease(s) and the Dedication Area. Additionally, if there is a Change of Control with respect lands and formations covered thereby shall not be deemed to Producer (be committed or any member of Producer Group which owns Dedicated Interests at the time of such Change of Control), then, following such Change of Control, the dedication provisions contained in the Agreement shall only apply dedicated to the Interests owned by Producer (performance of this Agreement until such existing acreage or production dedications expire or are terminated or released pursuant to the terms of any such member of Producer Group) at the time of such Change of Control, and the Agreement shall not apply to (x) any other Interests subsequently acquired by Producer (or such member of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of Controlagreements.
Appears in 1 contract
Dedication. 2.1 Subject to the exceptionsprovisions of Section 2.3, exclusions, Producer does hereby commit to deliver and reservations set forth in the Agreement and the other terms and conditions dedicate to Oryx an exclusive commitment of all of the Agreement, Producer hereby exclusively makes the following “Dedication” Crude Petroleum attributable to Gatherer and the Gathering System: (i) dedicates and commits all of Producer GroupProducer’s current and future Interests, and Gas from such Interests, whether in place or produced and severed therefrom, in the Dedication Area, (ii) dedicates and commits to deliver all Gas working interest that is produced from ▇▇▇▇▇ operated by Producer Group and/or produced from non- operated ▇▇▇▇▇ that are owned by Producer Group for gathering under this Instrument, and (iii) commits to deliver all Gas from ▇▇▇▇▇ the Shipper Leases located within the Dedication Area AMI (“Dedicated Production”) for transportation on the Pipeline. Producer’s dedication and commitment is a present transfer and covenant running with the land. Producer shall not deliver any of the Dedicated Production anywhere except to the Pipeline unless otherwise expressly permitted in this Memorandum.
2.2 Subject to the provisions of Section 2.3, the total amount of the acreage being dedicated to the Pipeline pursuant to this Memorandum is set forth on Schedule 1 attached hereto.
2.3 Notwithstanding Section 2.1 above and Schedule 4 attached hereto, the following shall be excluded from Producer’s Dedicated Production:
(a) Crude Petroleum from Producer’s Dedicated Production that is to be used for fuel for development or operation of the Shipper Leases; delivery to Producer’s lessors entitled to a portion of Producer’s Crude Petroleum; or for fuel for operation of Producer’s production facilities required to deliver Producer’s Crude Petroleum to the Pipeline;
(b) Any Crude Petroleum from Producer’s Dedicated Production that is not owned produced to tank batteries serviced by the Origin Points listed in Schedule 3 to this Memorandum.
(c) Producer Group to the extent that Producer Group controls or has shall have the right to market such Gas for pool or unitize all or part of the term of this Instrument (Shipper Leases with other leases, but the Gas described Crude Petroleum attributable to Shipper’s operated interest in the foregoing subparts pooled unit will remain subject to this Memorandum.
(i)d) Unless otherwise agreed to between the Parties, (ii) as such agreement is specified in Schedule 4 attached hereto, any Crude Petroleum attributable to a Shipper Lease acquired by Producer before or after the Effective Date and (iii) being “Dedicated Gas”). that is subject to a prior dedication when acquired by Producer; provided, that Producer agrees not to deliver shall provide Oryx with evidence of such prior dedication from any such Dedicated Gas to any other gatherer, purchaser, or marketer or other Person prior to delivery to Gatherer at acquisition. Notwithstanding the Receipt Point(s). The Parties agree and acknowledge that, subject to Section 2.5 of the Agreementforegoing, to the extent that Crude Petroleum from any Shipper Lease is subject to a Transferee acquires prior dedication, and such dedication expires during the Term of this Memorandum, or (ii) Producer terminates, at Producer’s election in Producer’s sole discretion, any portion such prior dedication during the Term of this Memorandum, Producer may elect as of the Interests effective date of such termination or expiration as provided in (including i) or (ii) of this sentence, or at any time thereafter, that all such Crude Petroleum shall constitute Dedicated Production from and after such written election delivered to Oryx.
2.4 Producer represents and warrants that:
(a) Producer is in the business of drilling and producing oil and gas ▇▇▇▇▇ ▇, is the owner of working interests in oil and gas leases that cover lands located within the Shipper Leases, as described in the Dedication Area), such Transferee shall only receive rights and obligations hereunder as to such InterestsSchedule 2 hereto, and has the Agreement shall right to dedicate Crude Petroleum produced to tank batteries serviced by the Origin Points listed in Schedule 3 for transportation on the Pipeline pursuant to the terms of this Memorandum.
(b) Producer has the right, power and authority to make the dedications and commitments and associated covenants herein.
(c) Producer owns and/or controls all Dedicated Production delivered to the Pipeline, and, on the date delivered, the Dedicated Production are not apply subject to any other Interests gathering, transportation, fractionation, exchange, purchase, sale or other agreement or commitment that conflicts with this Memorandum, subject to any prior dedication described herein.
2.5 Producer covenants and agrees to:
(a) Take all actions to enable Producer to take delivery and control of the Dedicated Production recovered within the AMI and to deliver (or cause to be delivered) the same to Oryx for transportation on the Pipeline under this Memorandum.
(b) Subject to Section 2.3 and Schedule 4, not deliver any of the Dedicated Production to any other party or Crude Petroleum transportation system, the delivery to which would otherwise prevent the Dedicated Production from being transported on the Pipeline in accordance with the terms of this Memorandum.
(c) Take such further action as may be owned reasonably requested from time-to-time by Oryx in furtherance of the Transferee dedications and commitments herein.
2.6 Producer covenants and agrees that (a) no subsequent transfer of any interest in the Dedicated Production shall be made without such interest continuing to be made subject to the dedication obligations in this Memorandum, and (b) prior to the effectiveness of any such transfer, Producer shall provide to Oryx the transferee’s acknowledgement of the dedication obligations of this Memorandum.
2.7 Notwithstanding the foregoing, if, at any time during the Term of this Memorandum, Oryx suspends, curtails, is unable or fails to take receipt of any volume of Producer’s Dedicated Production for more than twenty-four (24) consecutive hours for any reason, the volume of Producer’s Dedicated Production upstream of the affected Pipeline facilities shall be temporarily released from dedication under this Memorandum. Producer may, at its Affiliates sole option, deliver all or any portion of Producer’s Dedicated Production temporarily released hereunder to an alternative market, purchaser, pipeline or transporter. This temporary release shall cease, the affected volume of Producer’s Dedicated Production shall again become dedicated under this Memorandum, and Producer shall resume delivery of the affected volumes of Producer’s Dedicated Production to Oryx at the time end of such Transfer the next calendar month following the month of receipt of Oryx’s written notice to Producer that the cause of Oryx’s inability to or subsequently acquired by such Transferee or its Affiliates within failure to receive the Dedication Areaaffected volumes of Producer’s Dedicated Production has been alleviated and that Oryx is ready, willing and able to receive the affected volumes of Producer’s Dedicated Production. AdditionallyFor clarity, if there is a Change of Control with respect Oryx provides written notice to Producer (or any member pursuant to this Section 2.7 on February 15, for example, Producer’s temporary release would end on March 31.
2.8 Oryx shall, at its sole expense, provide, design, construct, own, install, commission, operate, maintain and repair the Pipeline. Oryx is responsible, at its sole cost, for the acquisition of Producer Group which owns Dedicated Interests at the time rights of such Change of Control)way, thencrossing permits, following such Change of Controluse agreements, the dedication provisions contained licenses, access agreements, leases, fee parcels, and other rights in the Agreement shall only apply land necessary to the Interests owned by Producer (or such member of Producer Group) at the time of such Change of Controlconstruct, install, own, operate, and the Agreement connect Pipeline to Origin Points listed in Schedule III hereunder; provided, however, that nothing in this Section 2.8 shall not apply prohibit Oryx from seeking to (x) recover any other Interests subsequently acquired by Producer (or such member of Producer Group) following such Change of Control or (y) any other Interests owned at the time of such Change of Control, or subsequently acquired, by any Persons who become Affiliates of Producer (or such member of Producer Group) following such Change of Controlexpenses in its gathering and/or transportation rates in its Tariff.
Appears in 1 contract
Sources: Dedication Agreement