Producer’s Obligation Clause Samples
Producer’s Obligation. Producers commit and agree to deliver to Gatherer for gathering on the ▇▇▇▇▇▇▇ Gathering Systems in each Year during the Minimum Volume Period no less than the Adjusted ▇▇▇▇▇▇▇ Annual Minimum Volume for each such Year. The exclusive remedies for any failure of Producers to comply with their obligations under the preceding sentence are set forth in Section 4(b) of this Exhibit A.
Producer’s Obligation. Producer agrees to indemnify and hold harmless Purchaser’s Indemnitees from and against, and in respect of, any and all Liabilities to Third Parties incurred by any of Purchaser’s Indemnitees that arise out of, relate to, or result from:
(a) any material failure by it or any of its Affiliates to comply in any respect with any of the covenants, agreements, representations or warranties set forth in Section 8.1;
(b) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party by the Producer Products (other than with respect to any Purchaser Supplied Components); or
(c) any material breach by it of its obligations under this Agreement. provided, however, that this Section 10.1 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 10.2 below. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Producer.
Producer’s Obligation. Producer agrees to indemnify and hold harmless Purchaser’s Indemnitees from and against, and in respect of, any and all Liabilities to Third Parties incurred by any of Purchaser’s Indemnitees that arise out of, relate to, or result from:
(a) any material failure by it or any of its Affiliates to comply in any respect with any of the covenants, agreements, representations or warranties set forth in Section 8.1;
(b) any material breach by it of its obligations under this Agreement. provided, however, that this Section 10.1 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 10.2 below. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Producer.
Producer’s Obligation. Each Baxter Indemnifying Party (to the extent Producer is Baxter or an Affiliate of Baxter) or Baxalta Indemnifying Party (to the extent Producer is Baxalta or an Affiliate of Baxalta) agrees to indemnify and hold harmless either the Baxter Indemnitees (in the case of a Baxalta Indemnifying Party) or the Baxalta Indemnitees (in the case of a Baxter Indemnifying Party) from and against, and in respect of, any and all Liabilities incurred by any of the Baxter Indemnitees (in the case of a Baxalta Indemnifying Party) or Baxalta Indemnitees (in the case of a Baxter Indemnifying Party) that arise out of, relate to, or result from:
(a) any failure by it or any of its Affiliates to comply in any respect with any of the covenants, agreements, representations or warranties set forth in Section 8.1; or
(b) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights of any Third Party by the Producer Products; or
(c) any breach by it or any of its Affiliates of its obligations under this Agreement; provided, however, that this Section 11.1 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 11.2 below. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Producer.
Producer’s Obligation. Producer commits to deliver to Gatherer for gathering on the Gathering System in each calendar quarter during the Minimum Volume Period no less than the Quarterly Minimum Volume for each such calendar quarter. Such commitment shall be suspended by events of Force Majeure (but not by events of Other Delay) and prorated during periods of high pipeline pressure pursuant to Section 5.13. The Parties shall act in good faith such that the Gathering System can be operated in a manner that will not unduly hinder Producer’s ability to so tender such Quarterly Minimum Volumes to Gatherer, which good faith practices shall include prudent maintenance and repair of the Gathering System, compliance with Gatherer’s Maximum Operating Pressure obligations, and avoidance of free liquids being introduced into the Gathering System as set out in Section 3(a)(1) of Exhibit A hereunder. To the extent that Producer tenders, in accordance with the terms of this Agreement, Producer’s Gas at a Receipt Point during any calendar quarter of the Minimum Volume Period, and Producer is unable to effect delivery of such Gas due to Gatherer’s failure to comply with its Maximum Operating Pressure obligation, the Minimum Volume Commitment applicable to each such calendar quarter shall be reduced by an amount equivalent to the volume shortfall so caused.
Producer’s Obligation. Producer commits to deliver to Gatherer for gathering on the Gathering System in each calendar quarter during the Minimum Volume Period a volume of Gas, which when added to the volume of Co-Owners' Gas and Third Party Gas delivered in such calendar quarter, is not less than the Quarterly Minimum Volume.
Producer’s Obligation. Producers agree to deliver, in each Year of the MVC Period, a volume of Dedicated Gas no less than the MVC for the applicable Year.