Common use of Initial System Clause in Contracts

Initial System. The "Initial System" will consist of the initial facilities of Gatherer, described generally above and on Exhibit "B", as necessary to connect the Initial Receipt Points and Infill Receipt Points with the Initial Delivery Points, also described on Exhibit "B". The Parties have agreed upon the configuration, design and construction of Gatherer's Gas System and have deemed the Initial System as sufficient to serve all of Producer's Minimum Volume commitment stated in Exhibit "E", and that the Initial System is sufficient to serve all of Producer's anticipated volumes of Producer's Gas from the W▇▇▇▇ identified on Exhibit "B-2" (collectively, the "Initial System W▇▇▇▇")at the Initial Receipt Point or Infill Receipt Point listed in the column "Gatherer Receipt Point Construction Responsibilities" next to each such Well. Subject to events of Force Majeure, severe winter weather, frost laws, road restrictions and other requirements or delays imposed by government agencies including without limitation delays in issuing ROWs on federal lands needed for the portion of Gatherer's Gas System serving the Infill Receipt Points, whether or not within the scope of Force Majeure that would make the diligent pursuit of similar construction or installation operations unreasonable for a reasonably prudent M▇▇▇▇▇▇▇ County North Dakota gatherer faced with similar conditions (whether one or more, "Excused Delays "), Gatherer shall diligently construct, install and complete (y) the portion of Gatherer's Gas System serving the Initial Receipt Points as described on Exhibit "B" and Exhibit "B-2" on or before May 1, 2015 (the "Start-Up Target Date "), and (z) all of the Initial System including the Initial and Infill Receipt Points, on or before August 31, 2015, as extended by the number of Days equal to any Excused Delay event (the "Initial System Target In-Service Date"). The Parties each agree that their respective obligations to meet the Start-Up Target Date are on a reasonable commercial efforts basis with no credits or penalties applicable to either Party for non-achievement. Producer acknowledges and agrees that any receipt, gathering and delivery of Gas by Producer prior to the Initial System In-Service Date shall incur the applicable Gas Gathering Fees and shall be provided on an interruptible basis at Gatherer's sole discretion as Gatherer may be completing the installation and construction of its Gas System and may also need to undertake calibration and other activities to achieve the Initial System In-Service Date during that period, provided however, that Gatherer shall notify Producer 24 hours or as soon as practicable prior to any activities of Gatherer that may reasonably be expected to cause an interruption or otherwise prevent Gatherer from receiving Gas from any Receipt Point from which Gatherer has previously accepted Gas, and Gatherer shall keep Producer fully informed of the progress of such activities and any anticipated resumption of service from such Receipt Point(s). The date on which Gatherer has completed the construction and installation of the Initial System, in its entirety so as to be capable of receiving Producer's Gas from all of the Initial Receipt Points and Infill Receipt Points identified on Exhibits "B" and "B-2'', shall be the "Initial System In-Service Date" . For avoidance of doubt, such completion by Gatherer shall be a deemed achievement of the Initial System In-Service Date notwithstanding the Initial System's partial or complete inability to accept and flow Gas on the Initial System when such inability arises solely from Producer's delay or failure to complete its responsibilities and obligations under this Agreement, as extended by Force Majeure or in the case of delay or failure to complete re-run piping if caused by frost laws imposed by government agencies. i. In the event, subject to Force Majeure or Excused Delay, Gatherer fails to complete its construction of the Initial System, in its entirety per Section 2.4, Exhibit "B" and Exhibit "B-2", on or before the Initial System Target In-Service Date, and Producer has completed all facilities upstream of the Initial and Infill Receipt Points per Section 2.3, Exhibit "B" and Exhibit "B-2", and is otherwise ready, willing and able to deliver Producer's Gas to that portion of the Initial System that is not completed, the following shall occur: a. the applicable Minimum Volume for each Accounting Period, or portion thereof, between the Initial System Target In-Service Date and the Initial System In-Service Date, shall be reduced by the estimated average daily volumes of Producer's Gas from the Initial System In-Service Date W▇▇▇▇ for each such Accounting Period that would have been otherwise delivered to Gatherer's uncompleted portion of the Initial System during such Accounting Periods, in accordance with estimates of anticipated volumes previously provided by Producer to Gatherer pursuant to Section 2.7 (the "Gatherer's Initial System Delay Pre-ln service Volumes"); and b. Producer shall receive a credit against the Gas Gathering Fees owed by Producer in that Accounting Period (or if none are owed in that Accounting Period, beginning in the next occurring Accounting Period in which Gas Gathering Fees are owed by Producer and continuing for each successive Accounting Period until the credit is used in full, with the credit amount equal to Two dollars and Fifty cents ($2.50) per Mcf for the Gatherer's Initial System Delay Pre-In service Volumes, up to a maximum total credit of Two Million dollars ($2,000,000) for all Gatherer's Initial System Delay Pre-In service Volumes under this Agreement together with all "Gatherer's Initial System Delay Pre-In service Barrels" as defined under the Related Dedication Agreements described in Section 8.3 herein ("Initial System Pre-ln service Credit''). ii. In the event Gatherer has completed its construction of the Initial System, in its entirety per Section 2.4, Exhibit "B" and Exhibit "B-2", on or before the Initial System Target In-Service Date, but, subject to Force Majeure or in the case of delay or failure to complete re-run piping if caused by frost laws imposed by government agencies, Producer has failed to complete all facilities upstream of the Initial and Infill Receipt Points per Section 2.3, Exhibit "B" and Exhibit "B-2'', and Gatherer is otherwise ready, willing and able to receive and gather Producer's Gas on that portion of the Initial System, then the following shall occur: a. the applicable Minimum Volume for each Accounting Period, or portion thereof, between the Initial System Target In-Service Date and the Initial System In-Service Date, shall be reduced by the estimated average daily volumes of Producer's Gas from the Initial System In-Service Date W▇▇▇▇ for each such Accounting Period that would have been otherwise delivered to the Initial System during such Accounting Periods if Producer had completed all facilities upstream of the Initial and Infill Receipt Points in accordance with estimates of anticipated volumes previously provided by Producer to Gatherer pursuant to Section 2.7 (the "Producer's Initial System Delay Pre-In service Volumes"). b. Producer shall pay Gatherer an amount equal to Two dollars and Fifty cents ($2.50) per Mcf for the Producer's Initial System Delay Pre-In service Volumes beginning in the first Accounting Period following the Initial System In-Service Date and continuing for each successive Accounting Period until the payment is satisfied in full, up to a maximum total payment of Two Million dollars ($2,000,000) for all Producer's Initial System Delay Pre-In service Volumes under this Agreement together with all "Producer's Initial System Delay Pre-In service Barrels" as defined under the Related Dedication Agreements described in Section 8.3 herein ("Initial System Pre-In service Fee").

Initial System. The "Initial System" will consist of the initial facilities of Gatherer, described generally above and on Exhibit "B", as necessary to connect the Initial Receipt Points and Infill Receipt Points with the Initial Delivery Points, also described on Exhibit "B". The Parties have agreed upon the configuration, design and construction of Gatherer's Gas Water System and have deemed the Initial System as sufficient to serve all of Producer's Minimum Volume Barrels commitment stated in Exhibit "E", " and that the Initial System is sufficient to serve all of Producer's anticipated volumes Barrels of Producer's Gas Water from the W▇▇▇▇ identified on Exhibit "B-2" (collectively, the "Initial System W▇▇▇▇")at ") at the Initial Receipt Point or Infill Receipt Point listed in the column "Gatherer Receipt Point Construction Responsibilities" next to each such Well. Subject to events of Force Majeure, severe winter weather, frost laws, road restrictions and other requirements or delays imposed by government agencies including without limitation delays in issuing ROWs on federal lands needed for the portion of Gatherer's Gas Water System serving the Infill Receipt Points, whether or not within the scope of Force Majeure Majeure, that would make the diligent pursuit of similar construction or installation operations unreasonable for a reasonably prudent M▇▇▇▇▇▇▇ County North Dakota gatherer faced with similar conditions (whether one or more, "Excused Delays "), Gatherer shall diligently construct, install and complete (y) the portion of Gatherer's Gas Water System serving the Initial Receipt Points as described on Exhibit "B" and Exhibit "B-2" on or before May June 1, 2015 (the "Start-Up Target Date Date"), ) and (z) all of the Initial System including the Initial and Infill Receipt Points, Points on or before August 31, 2015, as extended by the number of Days equal to any Excused Delay event (the "Initial initial System Target In-Service DateDate ")) . The Parties each agree that their respective obligations to meet the Start-Up Target Date are on a reasonable commercial efforts basis with no credits or penalties applicable to either Party for non-achievement. Producer acknowledges and agrees that any receipt, gathering and delivery of Gas Water by Producer prior to the Initial System In-Service Date shall incur the applicable Gas Water Gathering Fees and shall be provided on an interruptible basis at Gatherer's sole discretion as Gatherer may be completing the installation and construction of its Gas Water Gathering System and may also need to undertake calibration and other activities to achieve the Initial System In-Service Date during that period, provided however, that Gatherer shall notify Producer 24 twenty four (24) hours or as soon as practicable prior to any activities of Gatherer that may reasonably be expected to cause an interruption or otherwise prevent Gatherer from receiving Gas Water from any Receipt Point from which Gatherer has previously accepted GasWater, and Gatherer shall keep Producer fully informed of the progress of such activities and any anticipated resumption of service from such Receipt Point(s). The date on which Gatherer has completed the construction and installation of the Initial System, in its entirety so as to be capable of receiving Producer's Gas Water from all of the Initial Receipt Points and Infill Receipt Points identified on Exhibits "B" and "B-2'', " shall be the "Initial System In-Service Date" ". For avoidance of doubt, such completion by Gatherer shall be a deemed achievement of the Initial System In-Service Date notwithstanding the Initial System's partial or complete inability to accept and flow Gas Water on the Initial System when such inability arises solely from Producer's delay or failure to complete its responsibilities and obligations under this Agreement, as extended by Force Majeure or in the case of delay or failure to complete re-run piping if caused by frost laws imposed by government agencies. i. In the event, subject to Force Majeure or Excused Delay, Gatherer fails to complete its construction of the Initial System, in its entirety per Section 2.4, Exhibit "B" and Exhibit "B-2", on or before the Initial System Target In-Service Date, and Producer has completed all facilities upstream of the Initial and Infill Receipt Points per Section 2.3, Exhibit "B" and Exhibit "B-2", and is otherwise ready, willing and able to deliver Producer's Gas Water to that portion of the Initial System that is not completed, the following shall occur: a. the applicable Minimum Volume Barrels for each Accounting Period, or portion thereof, between the Initial System Target In-Service Date and the Initial System In-Service Date, shall be reduced by the estimated average daily volumes Barrels of Producer's Gas Water produced from the Initial System In-Service Date W▇▇▇▇ that would have been transported on the Initial System had such System been in operation for each such Accounting Period that would have been otherwise delivered to Gatherer's uncompleted portion of the Initial System during such Accounting Periods, in accordance with estimates of anticipated volumes previously provided by Producer to Gatherer pursuant to Section 2.7 (the "Gatherer's Initial System Delay Pre-ln service VolumesInservice Barrels"); and b. Producer shall receive a credit against the Gas Water Gathering Fees owed by Producer in that Accounting Period (or if none are owed in that Accounting Period, beginning in the next occurring Accounting Period in which Gas Water Gathering Fees are owed by Producer and continuing for each successive Accounting Period until the credit is used in full, with the credit amount equal to Two dollars and Fifty cents ($2.50) per Mcf the Base Fee for the Gatherer's Initial System Delay Pre-In service VolumesInservice Barrels, up to a maximum total credit of Two Million dollars ($2,000,000) for all Gatherer's Initial System Delay Pre-In service Volumes Inservice Barrels under this Agreement together with all "Gatherer's Initial System Delay Pre-In service BarrelsInservice Barrels [or Volumes]" as defined under the Related Dedication Agreements described in Section 8.3 herein ("Initial System Pre-ln service Inservice Credit'')") . ii. In the event Gatherer has completed its construction of the Initial System, in its entirety per Section 2.4, Exhibit "B" '' and Exhibit "B-2", " on or before the Initial System Target In-Service Date, but, but subject to Force Majeure or in the case of delay or failure to complete re-run piping if caused by frost laws imposed by government agencies, Producer has failed to complete all facilities upstream of the Initial and Infill Receipt Points per Section 2.3, Exhibit "B" and Exhibit "B-2''", and Gatherer is otherwise ready, willing and able to receive and gather Producer's Gas Water on that portion of the Initial System, then the following shall occur: a. the applicable Minimum Volume Barrels for each Accounting Period, or portion thereof, between the Initial System Target In-Service Date and the Initial System In-Service Date, shall be reduced by the estimated average daily volumes Barrels of Producer's Gas Water produced from the Initial System In-Service Date W▇▇▇▇ for each such Accounting Period that would have been otherwise delivered to transported on the Initial System during such had Producer's Water Facilities been in operation for each Accounting Periods if Producer had completed all facilities upstream of the Initial and Infill Receipt Points in accordance with estimates of anticipated volumes previously provided by Producer to Gatherer pursuant to Section 2.7 Period (the "Producer's Initial System Delay Pre-In service VolumesPre Inservice Barrels"). b. Producer shall pay Gatherer an amount equal to Two dollars and Fifty cents ($2.50) the per Mcf Barrel Base Fee for the Producer's Initial System Delay Pre-In service Volumes Inservice Barrels beginning in the first Accounting Period following the Initial System In-Service Date and continuing for each successive Accounting Period until the payment is satisfied in full, up to a maximum total payment of Two Million dollars ($2,000,000) ), for all Producer's Initial System Delay Pre-In service Volumes Inservice Barrels under this Agreement together with all "Producer's Initial System Delay Pre-In service BarrelsInservice Barrels [or Volumes]" as defined under the Related Dedication Agreements described in Section 8.3 herein ("Initial System Pre-In service Inservice Fee"). iii. In addition to Producer's remedies under Section 2.4(i), in the event Gatherer fails to complete its construction of the Initial System, in its entirety per Section 2.4, Exhibit "B" and Exhibit "B-2", on or before the date that is sixty (60) Days after the Initial System Target In-Service Date, and Producer has completed all facilities upstream of the Initial and Infill Receipt Points per Section 2.3, Exhibit "B" and Exhibit "B-2" and is otherwise ready, willing and able to deliver Producer's Water to that portion of the Initial System that is not completed, Producer shall have the option, exercisable in its sole discretion, to elect by written notice to Gatherer to construct and install the remainder of the Initial System, at Producer's sole cost and expense, whereupon Producer shall not owe any Base Fees for any of Producer's Water delivered to the Initial and Infill Receipt Points or flowing through that portion of the Initial System constructed and installed by Producer, until such time as the amount of Base Fees otherwise attributable to such Water, but retained by Producer, is equal to one hundred and ten percent (110%) of the total of Actual Construct Costs incurred by Producer to complete the construction and installation of the remainder of the Initial System. iv. Gatherer shall keep Producer reasonably informed of the progress on the construction and installation of the Initial System, and any Excused Delays in connection therewith. Producer shall have the right to have its representative present during any onsite construction or installation operations of the Initial System.

Initial System. The "Initial System" will consist of the initial facilities of GathererTransporter, described generally above and on Exhibit "B", as necessary to connect the Initial Receipt Points and Infill Receipt Points with the Initial Delivery Points, also described on Exhibit "B". The Parties have agreed upon the configuration, design and construction of GathererTransporter's Gas Crude System and have deemed the Initial System as sufficient to serve all of Producer's Minimum Volume Barrels commitment stated in Exhibit "E", and that the Initial System is sufficient to serve all of Producer's anticipated volumes Barrels of Producer's Gas Crude from the W▇▇▇▇ identified on Exhibit "B-2" (collectivelycollectively , the "Initial System W▇▇▇▇")at ") at the Initial Receipt Point or Infill Receipt Point listed in the column "Gatherer Transporter Receipt Point Construction Responsibilities" next to each such Well. Subject to events of Force Majeure, severe winter weather, frost laws, road restrictions and other requirements or delays imposed by government agencies including without limitation delays in issuing ROWs on federal lands needed for the portion of GathererTransporter's Gas Crude System serving the Infill Receipt Points, whether or not within the scope of Force Majeure Majeure, that would make the diligent pursuit of similar construction or installation operations unreasonable for a reasonably prudent M▇▇▇▇▇▇▇ County North Dakota gatherer faced with similar conditions (whether one or more, "Excused Delays Delays"), Gatherer Transporter shall diligently construct, install and complete (y) the portion of GathererTransporter's Gas Crude System serving the Initial Receipt Points as described on Exhibit "B" and Exhibit "B-2" on or before May June 1, 2015 (the "Start-Up Target Date Date"), and (z) all of the Initial System including the Initial and Infill Receipt Points, on or before August 31, 2015, as extended by the number of Days equal to any Excused Delay event (the "Initial System Target In-Service DateDate ")) . The Parties each agree that their respective obligations to meet the Start-Up Target Date are on a reasonable commercial efforts basis with no credits or penalties applicable to either Party for non-achievement. Producer acknowledges and agrees that any receipt, gathering and delivery of Gas Crude by Producer prior to the Initial System In-Service Date shall incur the applicable Gas Gathering Crude Delivery Fees and shall be provided on an interruptible basis at GathererTransporter's sole discretion as Gatherer Transporter may be completing the installation and construction of its Gas Crude System and may also need to undertake calibration and other activities to achieve the Initial System In-Service Date during that period, provided however, that Gatherer Transporter shall notify Producer 24 hours or as soon as practicable prior to any activities of Gatherer Transporter that may reasonably be expected to cause an interruption or otherwise prevent Gatherer Transporter from receiving Gas Crude from any Receipt Point from which Gatherer Transporter has previously accepted GasCrude, and Gatherer Transporter shall keep Producer fully informed of the progress of such activities and any anticipated resumption of service from such Receipt Point(s). The date on which Gatherer Transporter has completed the construction and installation of the Initial System, in its entirety so as to be capable of receiving Producer's Gas Crude from all of the Initial Receipt Points and Infill Receipt Points identified on Exhibits "B" and "B-2''", shall be the "Initial System In-Service Date" ". For avoidance of doubt, such completion by Gatherer Transporter shall be a deemed achievement of the Initial System In-Service Date notwithstanding the Initial System's partial or complete inability to accept and flow Gas Crude on the Initial System when such inability arises solely from Producer's delay or failure to complete its responsibilities and obligations under this Agreement, as extended by Force Majeure or in the case of delay or failure to complete re-run piping if caused by frost laws imposed by government agencies. i. In the event, subject to Force Majeure or Excused Delay, Gatherer Transporter fails to complete its construction of the Initial System, in its entirety per Section 2.4, Exhibit "B" and Exhibit "B-2", on or before the Initial System Target In-Service Date, and Producer has completed all facilities upstream of the Initial and Infill Receipt Points per Section 2.3, Exhibit "B" and Exhibit "B-2", and is otherwise ready, willing and able to deliver Producer's Gas Crude to that portion of the Initial System that is not completed, the following shall occur: a. the applicable Minimum Volume Barrels for each Accounting Period, or portion thereof, between the Initial System Target In-Service Date and the Initial System In-Service Date, shall be reduced by the estimated average daily volumes Barrels of Producer's Gas Crude produced from the Initial System In-Service Date W▇▇▇▇ that would have been transported on the Initial System had such System been in operation for each such Accounting Period that would have been otherwise delivered to Gatherer's uncompleted portion of the Initial System during such Accounting Periods, in accordance with estimates of anticipated volumes previously provided by Producer to Gatherer pursuant to Section 2.7 (the "GathererTransporter's Initial System Delay Pre-ln service VolumesBarrels "); and b. In lieu of Producer shall receive receiving a credit against the Gas Gathering Crude Transportation Fees owed by Producer, Producer in that Accounting Period (or if none are owed in that Accounting Period, beginning in the next occurring Accounting Period in which Gas Gathering Fees are owed by Producer and continuing may assess a per diem penalty against Transporter for each successive Accounting Period until the credit is used in full, day of delay with the credit per diem penalty amount equal to Two dollars and Fifty Twenty-One cents ($2.500.21) per Mcf Barrel for the GathererTransporter's Delay Barrels ("Initial System Transporter Delay Pre-In service Volumes, Fee") up to a maximum total credit payment of Two Million dollars ($2,000,000) in the aggregate for all GathererTransporter's Initial System Delay Pre-In service Volumes Penalty under this Agreement together with all "Transporter's [or Gatherer's 's] Initial System Delay Pre-In service BarrelsInservice Barrels [or Volumes]" as defined under the Related Dedication Agreements described in Section 8.3 herein (as the "Initial System Pre-ln service Inservice Credit'')”. The Parties acknowledge and agree that any Initial System Transporter Delay Fee arises wholly from construction delays of Transporter, and is unrelated to transportation services provided by Transporter under its Tariff. In the event this limitation on payment to Producer is inconsistent with any FERC requirements, the Parties agree to pursue a mutually fair and equitable solution. ii. In the event Gatherer Transporter has completed its construction of the Initial System, in its entirety per Section 2.4, Exhibit "B" and Exhibit "B-2", on or before the Initial System Target In-Service Date, but, subject to Force Majeure or in the case of delay or failure to complete re-run piping if caused by frost laws imposed by government agencies, Producer has failed to complete all facilities upstream of the Initial and Infill Receipt Points per Section 2.3, Exhibit "B" and Exhibit "B-2''", and Gatherer Transporter is otherwise ready, willing and able to receive and gather Producer's Gas Crude on that portion of the Initial System, then the following shall occur: a. the applicable Minimum Volume Barrels for each Accounting Period, or portion thereof, between the Initial System Target In-Service Date and the Initial System In-Service Date, shall be reduced by the estimated average daily volumes Barrels of Producer's Gas Crude produced from the Initial System In-Service Date W▇▇▇▇ that would have been transported on the Initial System had Producer's Crude Facilities been in operation for each such Accounting Period that would have been otherwise delivered to the Initial System during such Accounting Periods if Producer had completed all facilities upstream of the Initial and Infill Receipt Points in accordance with estimates of anticipated volumes previously provided by Producer to Gatherer pursuant to Section 2.7 (the "Producer's Initial System Delay Pre-In service VolumesBarrels "). b. Producer shall pay Gatherer Transporter an amount equal to Two dollars and Fifty Twenty-One cents ($2.500.21) per Mcf Barrel for the Producer's Initial System Delay Pre-In service Volumes Barrels ("Initial System Producer Delay Fee") beginning in the first Accounting Period following the Initial System In-Service Date and continuing for each successive Accounting Period until the payment is satisfied in full, up to a maximum total payment of Two Million dollars ($2,000,000) for all ProducerProducer 's Initial System Delay Pre-In service Volumes Barrels under this Agreement together with all "Producer's Initial System Delay Pre-In service BarrelsInservice Barrels [or Volumes]" as defined under the Related Dedication Agreements described in Section 8.3 herein ("Initial System Pre-In service FeeInservice Fee "). The Parties acknowledge and agree that any Initial System Producer Delay Fee arises wholly from construction delays of Producer, and is unrelated to transportation services provided by Transporter under its Tariff. In the event this limitation on payment by Producer is inconsistent with any FERC requirements, the Parties agree to pursue a mutually fair and equitable solution. iii. In addition to Producer's remedies under Section 2.4(i), in the event Transporter fails to complete its construction of the Initial System, in its entirety per Section 2.4, Exhibit "B" and Exhibit "B-2", on or before the date that is sixty (60) Days after the Initial System Target In-Service Date, and Producer has completed all facilities upstream of the Initial and Infill Receipt Points per Section 2.3, Exhibit "B" and Exhibit "B-2" and is otherwise ready, willing and able to deliver Producer's Crude to that portion of the Initial System that is not completed, Producer shall have the option, exercisable in its sole discretion, to elect by written notice to Transporter to construct and install the remainder of the Initial System, at Producer's sole cost and expense, whereupon Producer shall not owe any Crude Transportation Fees for any Crude delivered to the Initial and Infill Receipt Points or flowing through that portion of the Initial System constructed and installed by Producer, until such time as the amount of Crude Transportation Fees otherwise attributable to such Crude, but retained by Producer, is equal to one hundred and ten percent (110%) of the total of Actual Construct Costs incurred by Producer to complete the construction and installation of the remainder of the Initial System. iv. Transporter shall keep Producer reasonably informed of the progress on the construction and installation of the Initial System, and any Excused Delays in connection therewith. Producer shall have the right to have its representative present during any onsite construction or installation operations of the Initial System.