Common use of Non-Consent Clause in Contracts

Non-Consent. If the Partnership has approved an AMI Project for which the initial budget exceeds $5 million, any Partner which voted against the approval of such project shall be entitled, within fifteen (15) days after such approval, to give the Partnership written notice that such Partner elects to become, with respect to such project, a nonconsenting partner ("NON-CONSENTING PARTNER"). With respect to a project as to which there exists one or more Non-Consenting Partners (a "NON-CONSENT PROJECT"), the following shall apply: (a) The Managing Partner shall convene a meeting of the Management Committee within fifteen (15) days after receipt of notice that a Partner elects to become a Non-Consenting Partner to determine an equitable method to allocate revenues, costs and expenses of the Partnership that are attributable to the Non-Consent Project (the "NON-CONSENT ISSUES"). If the Partners are unable to agree on any of the Non-Consent Issues within thirty (30) days after the date that the election to become a Non-Consenting Partner is received by the Management Committee, either any Non-Consent Partner or any Consenting Partner may elect to refer the unresolved issues to mediation pursuant to SECTION 4.10(B). If not resolved by the Management Committee and no Partner elects to initiate mediation, the Non-Consenting Partners shall be deemed to have become Consenting Partners. The Consenting Partners may determine without the input of the Non-Consenting Partners the rates for gathering services offered through the Non-Consent Facilities that are incremental and in addition to the rates charged for gathering on the then existing Gathering System. (b) Within five (5) days after any Partner elects to refer unresolved Non-Consent Issues to mediation, the Non-Consenting Partners shall deliver to the Consenting Partners a list of five individuals of appropriate background and experience acceptable to the Non-Consenting Partners to serve as the mediator. In the event that the Consenting Partners do not approve of any of the individuals selected by the Non-Consenting Partners within ten (10) days after the date that the Non-Consenting Partners deliver to the Consenting Partners its list of proposed individuals, then either the Consenting Partners or the Non-Consenting Partners may request the Chief Judge of the United States District Court in the Southern District of Texas to appoint a mediator of appropriate background and experience. The Chairman of the Management Committee shall engage the mediator selected by the Partners or appointed by the Chief Judge within ten (10) days after the mediator is selected or appointed and shall notify the Partners of the date of engagement. Both the Consenting Partners and the Non-Consenting Partners shall submit to the mediator within thirty (30) days after the date that the mediator has been engaged such information as it desires and shall cooperate with the mediator in promptly providing such additional information as the mediator deems appropriate. The mediator shall be requested to deliver his decision on the Non-Consent Issues submitted to him by the Partners within sixty (60) days after the date that the mediator has been engaged. The decision of the mediator shall be final and binding on the Partners and the Partnership. The mediator may engage accountants, engineers and other consultants as the mediator deems appropriate. The fees and expenses of the mediator, including the cost of the consultants engaged by the mediator, shall be (i) shared by the Non-Consenting Partners and the Consenting Partners according to their Ownership Interests if the Non-Consenting Partners confirm their election to proceed as Non-Consenting Partners or (ii) borne by the NonConsenting Partners if they do not confirm their election to proceed as NonConsenting Partners as described below. (c) Within ten (10) days after the determination by the Management Committee or the mediator of the Non-Consent Issues, each Non-Consenting Partner shall be entitled to confirm its election to proceed as a NonConsenting Partner under the allocation method selected by either the Management Committee or the mediator. If none of the Non-Consenting Partners timely confirms its election, the Non-Consent Project shall no longer be governed under the terms of this section, but shall proceed under the terms of this Agreement as if no Partner had elected to become a NonConsenting Partner. If any Non-Consenting Partner timely confirms its election, the Non-Consent Project shall be undertaken as hereinafter provided and any Non-Consenting Partner who did not timely confirm its election shall become a Consenting Partner. (d) Any facilities which are attributable to a Non-Consent Project shall be part of the Gathering System and shall be managed by the Managing Partner and the Finance Partner. (e) If a Non-Consent Project is undertaken, then all Management Committee decisions with respect to such Non-Consent Project (other than pursuant to SECTIONS 4.10(A), AND 4.10(C) shall be made without regard to the votes of the representatives of the Non-Consenting Partners. (f) Each Partner, which is not a Non-Consenting Partner (a "CONSENTING PARTNER") on a proportionate basis (based on the proportion that the Ownership Interest of each Consenting Partner bears to the aggregate Ownership Interests of all Consenting Partners) shall (1) pay all of the additional capital contributions requested by the Managing Partner for the Non-Consent Project (to cover construction costs and all other costs and expenses in excess of the revenue attributable to any facilities that are the subject of the Non-Consent Project (as to any Non-Consent Project, a "NON- CONSENT FACILITY"); (2) receive distributions of all distributable proceeds attributable to the Non-Consent Project; (3) be allocated all items of income, gain, loss, deduction and credit attributable to the Non-Consent Project and any extensions therefrom; and (4) be allocated all construction, operating, maintenance, and general and administrative costs and expenses attributable to the Non-Consent Project (including the funding of any abandonment reserve account), until the Consenting Partners have received cash distributions from the Partnership attributable to the Non-Consent Project equal to two hundred percent (200%) of the aggregate capital contributions to the Partnership made by the Consenting Partners with respect to the Non- Consent Project ("NON-CONSENT PROJECT PAYOUT"). (g) Upon the occurrence of Non-Consent Project Payout, the special allocations set forth above shall automatically expire without further action by the Management Committee. The occurrence of Non-Consent Project Payout shall not entitle any Non-Consenting Partner to any of the then-existing Capital Account balances of a Consenting Partner with respect to which Non- Consent Project Payout has occurred. (h) The Consenting Partners of any Non-Consent Project shall indemnify, defend and hold harmless the Non-Consenting Partners from all claims, demands, losses and causes of action attributable to the Non-Consent Project until such Non-Consent Project Payout has occurred as to such project.

Non-Consent. If 15.1 Within 14 days after approval of a Work Program and Budget by the Partnership has approved an AMI Project for which the initial budget exceeds $5 millionCommittee, any Partner a Party which voted against the approval carrying out of such project shall any work included in the approved Work Program, other than the Work Obligation, may elect not to participate in and contribute to the costs to be entitled, within fifteen (15) days after such approval, incurred in carrying out that work. The Parties so electing are referred to give as Non-Consent Parties and the Partnership written other Parties are referred to as Consenting Parties. The work in respect of which notice that such Partner elects is given is referred to become, with respect to such project, a nonconsenting partner ("NONas the Non-CONSENTING PARTNER"). With respect to a project as to which there exists Consent Operation. 15.2 Upon the making of an election by one or more Non-Consenting Partners (a "NON-CONSENT PROJECT")Consent Parties pursuant to this clause, the following Consenting Parties shall applymeet to determine whether they will proceed with the Non-Consent Operation. If the Consenting Parties elect not to proceed with the Non-Consent Operation, then the approved Work Program and Budget shall be amended by the deletion of the Non-Consent Operation therefrom. 15.3 If the Consenting Parties elect to proceed with the Non-Consent Operation, then: (a) The Managing Partner shall convene a meeting of the Management Committee within fifteen (15) days after receipt of notice that a Partner elects to become a Non-Consent Operation shall not be included as part of JV Activities; (b) the Consenting Partner to determine an equitable method to allocate revenuesParties may carry out the Non-Consent Operation as a Sole Risk Operation and the provisions of Articles-24, costs 25, 26 and expenses of the Partnership that are attributable 27 shall apply to the Non-Consent Project Operation as if: (the "NON-CONSENT ISSUES"). If the Partners are unable to agree on any of i) the Non-Consent Issues within thirty Operation constituted a Sole Risk Operation; (30ii) days after the date that the election to become a Non-Consenting Partner is received by the Management Committee, either any Non-Consent Partner or any Consenting Partner may elect to refer the unresolved issues to mediation pursuant to SECTION 4.10(B). If not resolved by the Management Committee and no Partner elects to initiate mediation, the Non-Consenting Partners shall be deemed to have become Consenting Partners. The Consenting Partners may determine without the input of the Non-Consenting Partners the rates for gathering services offered through the Non-Consent Facilities that are incremental Parties constituted Non-SR-Parties and in addition to the rates charged for gathering on the then existing Gathering System.Consenting Parties constituted SR-Parties; and (bc) Within five (5) days after any Partner elects to refer unresolved Non-Consent Issues to mediation, the Non-Consenting Partners shall deliver to the Consenting Partners a list of five individuals of appropriate background and experience acceptable to the Non-Consenting Partners to serve as the mediator. In the event that the Consenting Partners do not approve of any of the individuals selected by the Non-Consenting Partners within ten (10) days after the date that the Non-Consenting Partners deliver to the Consenting Partners its list of proposed individuals, then either the Consenting Partners or the Non-Consenting Partners may request the Chief Judge of the United States District Court in the Southern District of Texas to appoint a mediator of appropriate background and experience. The Chairman of the Management Committee shall engage the mediator selected by the Partners or appointed by the Chief Judge within ten (10) days after the mediator is selected or appointed and shall notify the Partners of the date of engagement. Both the Consenting Partners and the Non-Consenting Partners shall submit to the mediator within thirty (30) days after the date that the mediator has been engaged such information as it desires and shall cooperate with the mediator in promptly providing such additional information as the mediator deems appropriate. The mediator shall be requested to deliver his decision on the Non-Consent Issues submitted to him by the Partners within sixty (60) days after the date that the mediator has been engaged. The decision of the mediator Parties shall not be final and binding on the Partners and the Partnership. The mediator may engage accountantsresponsible for any costs, engineers and other consultants as the mediator deems appropriate. The fees and expenses of the mediator, including the cost of the consultants engaged by the mediator, shall be (i) shared by the Non-Consenting Partners and the Consenting Partners according to their Ownership Interests if the Non-Consenting Partners confirm their election to proceed as Non-Consenting Partners risks or (ii) borne by the NonConsenting Partners if they do not confirm their election to proceed as NonConsenting Partners as described below. (c) Within ten (10) days after the determination by the Management Committee or the mediator of the Non-Consent Issues, each Non-Consenting Partner shall be entitled to confirm its election to proceed as a NonConsenting Partner under the allocation method selected by either the Management Committee or the mediator. If none of the Non-Consenting Partners timely confirms its election, the Non-Consent Project shall no longer be governed under the terms of this section, but shall proceed under the terms of this Agreement as if no Partner had elected to become a NonConsenting Partner. If any Non-Consenting Partner timely confirms its election, the Non-Consent Project shall be undertaken as hereinafter provided and any Non-Consenting Partner who did not timely confirm its election shall become a Consenting Partner. (d) Any facilities which are attributable to a Non-Consent Project shall be part of the Gathering System and shall be managed by the Managing Partner and the Finance Partner. (e) If a Non-Consent Project is undertaken, then all Management Committee decisions with respect to such Non-Consent Project (other than pursuant to SECTIONS 4.10(A), AND 4.10(C) shall be made without regard to the votes of the representatives of the Non-Consenting Partners. (f) Each Partner, which is not a Non-Consenting Partner (a "CONSENTING PARTNER") on a proportionate basis (based on the proportion that the Ownership Interest of each Consenting Partner bears to the aggregate Ownership Interests of all Consenting Partners) shall (1) pay all of the additional capital contributions requested by the Managing Partner for the Non-Consent Project (to cover construction costs and all other costs and expenses in excess of the revenue attributable to any facilities that are the subject of the Non-Consent Project (as to any Non-Consent Project, a "NON- CONSENT FACILITY"); (2) receive distributions of all distributable proceeds attributable to the Non-Consent Project; (3) be allocated all items of income, gain, loss, deduction and credit attributable to the Non-Consent Project and any extensions therefrom; and (4) be allocated all construction, operating, maintenance, and general and administrative costs and expenses attributable to the Non-Consent Project (including Operation. 15.4 Any work forming part of the funding Work Obligation may not be the subject of any abandonment reserve account), until the Consenting Partners have received cash distributions from the Partnership attributable to the a Non-Consent Project equal to two hundred percent (200%) Operation, and the provisions of the aggregate capital contributions this clause shall not apply in relation thereto. Subject to the Partnership made by the Consenting Partners with respect to the Non- Consent Project ("NON-CONSENT PROJECT PAYOUT"). (g) Upon the occurrence of foregoing, a Non-Consent Project PayoutOperation may comprise of any of the following (but no other) activities: drilling an Exploration Well or an Appraisal Well; or deepening, re-working, side-tracking or completion and testing an Exploration Well or an Appraisal Well. 15.5 On any well reaching programmed total depth and after the special allocations set forth above shall automatically expire without further completion of the programmed evaluation of the well (“Casing Point”) the Committee will meet within 48 hours to consider and determine by Majority Vote whether to plug and abandon, deepen, re-work, side-track, complete or production test the well. If a course of action other than plugging and abandoning the well is determined by Majority Vote, any Party voting against the Management Committee. The occurrence of program adopted by Majority Vote may elect to be a Non-Consent Project Payout shall not entitle any Non-Consenting Partner to any of the then-existing Capital Account balances of a Consenting Partner with respect to which Non- Consent Project Payout has occurredParty as defined by Article-15.1. (h) The Consenting Partners of any Non-Consent Project shall indemnify, defend and hold harmless the Non-Consenting Partners from all claims, demands, losses and causes of action attributable to the Non-Consent Project until such Non-Consent Project Payout has occurred as to such project.

Non-Consent. If 15.1 Within 14 days after approval of a programme and budget by the Partnership has approved an AMI Project for which the initial budget exceeds $5 millionCommittee, any Partner a party which voted against the approval carrying out of such project shall any work included in the approved programme, other than the Work Obligation, may elect not to participate in and contribute to the costs to be entitled, within fifteen (15) days after such approval, incurred in carrying out that work. The parties so electing are referred to give as Non Consent Parties and the Partnership written other parties are referred to as Consenting Parties. The work in respect of which notice that such Partner elects is given is referred to become, with respect to such project, a nonconsenting partner ("NON-CONSENTING PARTNER"). With respect to a project as to which there exists the Non Consent Operation. 15.2 Upon the making of an election by one or more Non-Consenting Partners (a "NON-CONSENT PROJECT")Non Consent Parties pursuant to this clause, the following Consenting Parties shall applymeet to determine whether they will proceed with the Non Consent Operation. If the Consenting Parties elect not to proceed with the Non Consent Operation, then the approved programme and budget shall be amended by the deletion of the Non Consent Operation therefrom. 15.3 If the Consenting Parties elect to proceed with the Non Consent Operation, then: (a) The Managing Partner the Non Consent Operation shall convene a meeting of the Management Committee within fifteen (15) days after receipt of notice that a Partner elects to become a Non-Consenting Partner to determine an equitable method to allocate revenues, costs and expenses of the Partnership that are attributable to the Non-Consent Project (the "NON-CONSENT ISSUES"). If the Partners are unable to agree on any of the Non-Consent Issues within thirty (30) days after the date that the election to become a Non-Consenting Partner is received by the Management Committee, either any Non-Consent Partner or any Consenting Partner may elect to refer the unresolved issues to mediation pursuant to SECTION 4.10(B). If not resolved by the Management Committee and no Partner elects to initiate mediation, the Non-Consenting Partners shall be deemed to have become Consenting Partners. The Consenting Partners may determine without the input of the Non-Consenting Partners the rates for gathering services offered through the Non-Consent Facilities that are incremental and in addition to the rates charged for gathering on the then existing Gathering System.JV Activities; (b) Within five (5) days after any Partner elects to refer unresolved Non-the Consenting Parties may carry, out the Non Consent Issues to mediationOperation as a Sole Risk Operation and the provisions of clauses 24, the Non-Consenting Partners 25, 26 and 27 shall deliver apply to the Non Consent Operation as if: (i) the Non Consent Operation constituted a Sole Risk Operation; (ii) the Non Consent Parties constituted Non SR Parties and the Consenting Partners a list of five individuals of appropriate background and experience acceptable Parties constituted SR Parties; and (c) the Non Consent Parties shall not be responsible for any costs, risks or expenses attributable to the Non-Consenting Partners Non Consent Operation. 15.4 Any work forming part of the Work Obligation may not be the subject of a Non Consent Operation, and the provisions of this clause shall not apply in relation thereto. Subject to serve as the mediator. In the event that the Consenting Partners do not approve foregoing, a Non Consent Operation may comprise of any of the individuals selected by the Nonfollowing (but no other) activities: (a) drilling an Exploration Well, a Development Well or an Appraisal Well; or (b) deepening, re-Consenting Partners within ten (10) days working, side-tracking or completion and testing an Exploration Well or an Appraisal Well. 15.5 On any well reaching programmed total depth and after the date that the Non-Consenting Partners deliver to the Consenting Partners its list of proposed individuals, then either the Consenting Partners or the Non-Consenting Partners may request the Chief Judge completion of the United States District Court in the Southern District of Texas to appoint a mediator of appropriate background and experience. The Chairman programmed evaluation of the Management weI1 (“Casing Point”) the Committee shall engage will meet within 24 hours to consider and determine by Majority Vote whether to plug and abandon, deepen, re-work, side-track, complete or production test the mediator selected by the Partners or appointed by the Chief Judge within ten (10) days after the mediator is selected or appointed and shall notify the Partners of the date of engagement. Both the Consenting Partners and the Non-Consenting Partners shall submit to the mediator within thirty (30) days after the date that the mediator has been engaged such information as it desires and shall cooperate with the mediator in promptly providing such additional information as the mediator deems appropriate. The mediator shall be requested to deliver his decision on the Non-Consent Issues submitted to him by the Partners within sixty (60) days after the date that the mediator has been engaged. The decision of the mediator shall be final and binding on the Partners and the Partnership. The mediator may engage accountants, engineers and other consultants as the mediator deems appropriate. The fees and expenses of the mediator, including the cost of the consultants engaged by the mediator, shall be (i) shared by the Non-Consenting Partners and the Consenting Partners according to their Ownership Interests if the Non-Consenting Partners confirm their election to proceed as Non-Consenting Partners or (ii) borne by the NonConsenting Partners if they do not confirm their election to proceed as NonConsenting Partners as described below. (c) Within ten (10) days after the determination by the Management Committee or the mediator of the Non-Consent Issues, each Non-Consenting Partner shall be entitled to confirm its election to proceed as a NonConsenting Partner under the allocation method selected by either the Management Committee or the mediatorwell. If none a course of the Non-Consenting Partners timely confirms its election, the Non-Consent Project shall no longer be governed under the terms of this section, but shall proceed under the terms of this Agreement as if no Partner had elected to become a NonConsenting Partner. If any Non-Consenting Partner timely confirms its election, the Non-Consent Project shall be undertaken as hereinafter provided and any Non-Consenting Partner who did not timely confirm its election shall become a Consenting Partner. (d) Any facilities which are attributable to a Non-Consent Project shall be part of the Gathering System and shall be managed by the Managing Partner and the Finance Partner. (e) If a Non-Consent Project is undertaken, then all Management Committee decisions with respect to such Non-Consent Project (action other than pursuant plugging and abandoning the well is determined by Majority Vote, any party voting against the program adopted by Majority Vote may elect to SECTIONS 4.10(A), AND 4.10(C) shall be made without regard to the votes of the representatives of the Non-Consenting Partnersa Non Consent Party as defined by clause 15.1. (f) Each Partner, which is not a Non-Consenting Partner (a "CONSENTING PARTNER") on a proportionate basis (based on the proportion that the Ownership Interest of each Consenting Partner bears to the aggregate Ownership Interests of all Consenting Partners) shall (1) pay all of the additional capital contributions requested by the Managing Partner for the Non-Consent Project (to cover construction costs and all other costs and expenses in excess of the revenue attributable to any facilities that are the subject of the Non-Consent Project (as to any Non-Consent Project, a "NON- CONSENT FACILITY"); (2) receive distributions of all distributable proceeds attributable to the Non-Consent Project; (3) be allocated all items of income, gain, loss, deduction and credit attributable to the Non-Consent Project and any extensions therefrom; and (4) be allocated all construction, operating, maintenance, and general and administrative costs and expenses attributable to the Non-Consent Project (including the funding of any abandonment reserve account), until the Consenting Partners have received cash distributions from the Partnership attributable to the Non-Consent Project equal to two hundred percent (200%) of the aggregate capital contributions to the Partnership made by the Consenting Partners with respect to the Non- Consent Project ("NON-CONSENT PROJECT PAYOUT"). (g) Upon the occurrence of Non-Consent Project Payout, the special allocations set forth above shall automatically expire without further action by the Management Committee. The occurrence of Non-Consent Project Payout shall not entitle any Non-Consenting Partner to any of the then-existing Capital Account balances of a Consenting Partner with respect to which Non- Consent Project Payout has occurred. (h) The Consenting Partners of any Non-Consent Project shall indemnify, defend and hold harmless the Non-Consenting Partners from all claims, demands, losses and causes of action attributable to the Non-Consent Project until such Non-Consent Project Payout has occurred as to such project.