Non-Consent Right. (i) Commencing in calendar year 2013, on or prior to December 20 of any calendar year, either Noble or CONSOL may exercise its Non-Consent Right with respect to the following calendar year (such following calendar year, the “Non-Consent Year”) by giving written notice of the same to all other Parties. For clarity, no calendar year prior to 2014 can be a Non-Consent Year. For clarity, a Party electing to exercise the Non-Consent Right shall be entitled to elect to participate in any ▇▇▇▇▇ that are not included in the Annual Plan and Budget for the Non-Consent Year (being the Annual Plan and Budget deemed approved pursuant to Section 3.3(g)) proposed to be drilled by a Third Party Operator or Third Party under any Applicable Operating Agreement in the Non-Consent Year on a well-by-well basis. (ii) If either Noble or CONSOL (the “Non-Consenting Party”) exercises its Non-Consent Right for a Non-Consent Year, then (A) such Non-Consenting Party shall not be entitled or obligated to conduct, propose or otherwise participate in any ▇▇▇▇▇ included in the Annual Plan and Budget for the Non-Consent Year (being the Annual Plan and Budget deemed approved pursuant to Section 3.3(g)) for which drilling operations are commenced in the Development Area during the Non-Consent Year and (B) the other Party (the “Electing Party”) shall have the right (but not the obligation, notwithstanding anything herein to the contrary) to propose and drill each of the ▇▇▇▇▇ scheduled pursuant to the Development Plan to be drilled during such Non-Consent Year (such ▇▇▇▇▇ proposed where drilling operations are commenced, the “Non-Consent ▇▇▇▇▇”). For clarity, the Electing Party shall not be required to drill any or all of the Non-Consent ▇▇▇▇▇ and it can choose which Non-Consent Well(s) to drill during such Non-Consent Year and when such Non-Consent ▇▇▇▇▇ should be drilled. (iii) The Electing Party will have the right to become operator with respect to any Non-Consent ▇▇▇▇▇ commenced during the Non-Consent Year (including becoming operator with respect to any Non-Consent ▇▇▇▇▇ commenced in the Non-Consenting Party's Operated Area). The Non-Consenting Party will use commercially reasonable efforts to assist the Electing Party to become operator with respect to such Non-Consent ▇▇▇▇▇. The Non-Consenting Party will also serve as a contract operator for the Electing Party, if the Electing Party is unable to takeover as operator with respect to any Non-Consent Well where the Non-Consenting Party is already designated as operator. The Non-Consenting Party will transfer to the Electing Party those agreements that the Electing Party needs to operate such Non-Consent ▇▇▇▇▇ or, if such agreements are not transferable, hold such agreements for the benefit of the Electing Party. (iv) With respect to each Non-Consent Well that is commenced during the Non-Consent Year, the non-consent penalties set forth in the Applicable Operating Agreement for such Non-Consent Well shall be applicable to the Non-Consenting Party. (v) The Non-Consenting Party shall be solely responsible for any payment requirements (the “Non-Terminable Contract Obligations”) resulting from the Parties not satisfying their obligations under any non-terminable (without fee payment) contract relating to the Subject Assets during the Non-Consent Year (the “Non-Terminable Contracts”); provided that if in connection with its Development Operations during the Non-Consent Year the Electing Party does not actually incur at least an amount equal to 67% of the actual costs and expenses relating to drilling and completing ▇▇▇▇▇ that such Electing Party was projected to incur (after taking into account Noble's obligation to pay the Carried Costs for such ▇▇▇▇▇) pursuant to the Annual Plan and Budget for such Non-Consent Year (being the Annual Plan and Budget deemed approved pursuant to Section 3.3(g)), then, within 15 days following the end of such Non-Consent Year, the Electing Party shall reimburse the Non-Consent Party for its Participating Interest share of all actual amounts paid by the Non-Consenting Party with respect to the Non-Terminable Contract Obligations and shall thereafter be responsible for paying its Participating Interest share of all Non-Terminable Contract Obligations. During a Non-Consent Year, the Parties shall each use their commercially reasonable efforts to mitigate any payment requirements under any Non-Terminable Contracts at the sole cost and expense of the Non-Consent Party; provided that the Electing Party shall not be required to conduct any Development Operations to satisfy its obligations to mitigate such payment requirements. (vi) In the event that any ▇▇▇▇▇ scheduled pursuant to the Development Plan for such Non-Consent Year are not Non-Consent ▇▇▇▇▇, then the Development Plan shall automatically be amended to add such ▇▇▇▇▇ that are not Non-Consent ▇▇▇▇▇ to the Development Plan to be conducted in the year following the year in which the Development Plan would have otherwise expired and the Development Plan shall be automatically extended for such period of time as is reasonably necessary for the applicable Party Operator to conduct such Development Operation.
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Non-Consent Right. (i) Commencing in calendar year 2013, on or prior to December 20 of any calendar year, either Noble or CONSOL may exercise its Non-Consent Right with respect to the following calendar year (such following calendar year, the “Non-Consent Year”) by giving written notice of the same to all other Parties. For clarity, no calendar year prior to 2014 can be a Non-Consent Year. For clarity, a Party electing to exercise the Non-Consent Right shall be entitled to elect to participate in any ▇▇▇▇▇ that are not included in the Annual Plan and Budget for the Non-Consent Year (being the Annual Plan and Budget deemed approved pursuant to Section 3.3(g)) proposed to be drilled by a Third Party Operator or Third Party under any Applicable Operating Agreement in the Non-Consent Year on a well-by-well basis.
(ii) If either Noble or CONSOL (the “Non-Consenting Party”) exercises its Non-Consent Right for a Non-Consent Year, then (A) such Non-Consenting Party shall not be entitled or obligated to conduct, propose or otherwise participate in any ▇▇▇▇▇ included in the Annual Plan and Budget for the Non-Consent Year (being the Annual Plan and Budget deemed approved pursuant to Section 3.3(g)) for which drilling operations are commenced in the Development Area during the Non-Consent Year and (B) the other Party (the “Electing Party”) shall have the right (but not the obligation, notwithstanding anything herein to the contrary) to propose and drill each of the ▇▇▇▇▇ scheduled pursuant to the Development Plan to be drilled during such Non-Consent Year (such ▇▇▇▇▇ proposed where drilling operations are commenced, the “Non-Consent ▇▇▇▇▇”). For clarity, the Electing Party shall not be required to drill any or all of the Non-Consent ▇▇▇▇▇ and it can choose which Non-Consent Well(s) to drill during such Non-Consent Year and when such Non-Consent ▇▇▇▇▇ should be drilled.
(iii) The Electing Party will have the right to become operator with respect to any Non-Consent ▇▇▇▇▇ commenced during the Non-Consent Year (including becoming operator with respect to any Non-Consent ▇▇▇▇▇ commenced in the Non-Consenting Party's ’s Operated Area). The Non-Consenting Party will use commercially reasonable efforts to assist the Electing Party to become operator with respect to such Non-Consent ▇▇▇▇▇. The Non-Consenting Party will also serve as a contract operator for the Electing Party, if the Electing Party is unable to takeover as operator with respect to any Non-Consent Well where the Non-Consenting Party is already designated as operator. The Non-Consenting Party will transfer to the Electing Party those agreements that the Electing Party needs to operate such Non-Consent ▇▇▇▇▇ or, if such agreements are not transferable, hold such agreements for the benefit of the Electing Party.
(iv) With respect to each Non-Consent Well that is commenced during the Non-Consent Year, the non-consent penalties set forth in the Applicable Operating Agreement for such Non-Consent Well shall be applicable to the Non-Consenting Party.
(v) The Non-Consenting Party shall be solely responsible for any payment requirements (the “Non-Terminable Contract Obligations”) resulting from the Parties not satisfying their obligations under any non-terminable (without fee payment) contract relating to the Subject Assets during the Non-Consent Year (the “Non-Terminable Contracts”); provided that if in connection with its Development Operations during the Non-Consent Year the Electing Party does not actually incur at least an amount equal to 67% of the actual costs and expenses relating to drilling and completing ▇▇▇▇▇ that such Electing Party was projected to incur (after taking into account Noble's ’s obligation to pay the Carried Costs for such ▇▇▇▇▇) pursuant to the Annual Plan and Budget for such Non-Consent Year (being the Annual Plan and Budget deemed approved pursuant to Section 3.3(g)), then, within 15 days following the end of such Non-Consent Year, the Electing Party shall reimburse the Non-Consent Party for its Participating Interest share of all actual amounts paid by the Non-Consenting Party with respect to the Non-Terminable Contract Obligations and shall thereafter be responsible for paying its Participating Interest share of all Non-Terminable Contract Obligations. During a Non-Consent Year, the Parties shall each use their commercially reasonable efforts to mitigate any payment requirements under any Non-Terminable Contracts at the sole cost and expense of the Non-Consent Party; provided that the Electing Party shall not be required to conduct any Development Operations to satisfy its obligations to mitigate such payment requirements.
(vi) In the event that any ▇▇▇▇▇ scheduled pursuant to the Development Plan for such Non-Consent Year are not Non-Consent ▇▇▇▇▇, then the Development Plan shall automatically be amended to add such ▇▇▇▇▇ that are not Non-Consent ▇▇▇▇▇ to the Development Plan to be conducted in the year following the year in which the Development Plan would have otherwise expired and the Development Plan shall be automatically extended for such period of time as is reasonably necessary for the applicable Party Operator to conduct such Development Operation.
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