Releases from Dedication. (a) If Gatherer has failed to complete the facilities necessary to connect a Planned Receipt Point to the Gathering System within: (i) 90 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, Shipper shall be entitled to: (A) in the case of any such written Notice delivered during the Initial Term: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y), in which case (x) the Dedicated Production Estimate that is applicable to such Planned Receipt Point will be deemed deleted from the Dedicated Production Estimate contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering System Plan, and (z) the Fees resulting from such Recalculation Election will be utilized, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion of the Dedicated Production Estimate, which reduction in MVC will remain in effect, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year. Any such temporary Recalculation Election and reduction in MVC shall, in each case, be terminated, and the Fees and MVC shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point to the Gathering System; or 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) in the case of any such written Notice delivered from and after the beginning of the Secondary Term: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering System; or (ii) 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, the volumes of Dedicated Production applicable to such Planned Receipt Point shall be permanently released from the dedication under this Agreement and Shipper may deliver and commit such Shipper Gas that was formerly Dedicated Production to such other gatherer or gatherers as it shall determine in its sole discretion. (b) Certain Dedicated Production may also be temporarily released from dedication under this Agreement in the event of: (i) the Parties agreeing (whether pursuant to Section 5.3(e) or otherwise) upon the Target Completion Date for a Planned Receipt Point that is greater than three Months following the date on which Shipper requested that such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i); (ii) any curtailment or interruption of the System Services to be provided to Shipper as set forth in Section 8.5(d) or in Section 1.5 of the Operating Terms; (iii) a material breach of this Agreement by Gatherer as provided in Section 13.1(b); or (iv) an order of a Governmental Authority that causes the curtailment of System Services to Shipper as provided in Section 8.2. (c) Certain Dedicated Production may also be permanently released from dedication under this Agreement as expressly provided in Section 5.3(f)(ii).
Appears in 2 contracts
Sources: Gas Gathering Agreement (Hess Midstream Partners LP), Gas Gathering Agreement (Hess Midstream Partners LP)
Releases from Dedication. (a) If Gatherer Provider has failed to complete the facilities necessary to connect a Planned Receipt Point to the Gathering Terminals System within:
(i) 90 within 270 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering Terminals System Plan, then, upon written Notice from Shipper Customer to GathererProvider, Shipper shall be entitled to:
(A) in the case volumes of any such written Notice delivered during the Initial Term: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y), in which case (x) the Dedicated Production Estimate that is Crude Oil applicable to such Planned Receipt Point will shall be deemed deleted permanently released from the dedication under this Agreement and Customer may deliver and commit such Customer Crude Oil that was formerly Dedicated Production Estimate Crude Oil to such other terminal facility, pipeline system, storage facility, rail cars or other similar system or facilities as it shall determine in its sole discretion.
(b) Certain Dedicated Crude Oil may also be temporarily released from dedication under this Agreement in the event of:
(i) (A) Provider failing to complete the facilities necessary to connect a Planned Receipt Point to the Terminals System by the applicable Target Completion Date contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering Terminals System Plan, and (zB) such failure causing there to be insufficient capacity on the Fees resulting from Terminals System to accommodate the volumes of Dedicated Crude Oil and Customer NGLs contained in the applicable System Production Estimates applicable to such Recalculation Election will time;
(ii) any curtailment or interruption of the System Services to be utilized, subject provided to Customer as set forth in Section 8.5(d) or in Section 1.5 of the last sentence Operating Terms;
(iii) a material breach of this Agreement by Provider as provided in Section 4.4(a)(i)(A13.1(b), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion of the Dedicated Production Estimate, which reduction in MVC will remain in effect, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year. Any such temporary Recalculation Election and reduction in MVC shall, in each case, be terminated, and the Fees and MVC shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point to the Gathering System; or 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) in the case of any such written Notice delivered from and after the beginning of the Secondary Term: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering System; or
(ii) 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, the volumes of Dedicated Production applicable to such Planned Receipt Point shall be permanently released from the dedication under this Agreement and Shipper may deliver and commit such Shipper Gas that was formerly Dedicated Production to such other gatherer or gatherers as it shall determine in its sole discretion.
(b) Certain Dedicated Production may also be temporarily released from dedication under this Agreement in the event of:
(i) the Parties agreeing (whether pursuant to Section 5.3(e) or otherwise) upon the Target Completion Date for a Planned Receipt Point that is greater than three Months following the date on which Shipper requested that such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i);
(ii) any curtailment or interruption of the System Services to be provided to Shipper as set forth in Section 8.5(d) or in Section 1.5 of the Operating Terms;
(iii) a material breach of this Agreement by Gatherer as provided in Section 13.1(b); or
(iv) an order of a Governmental Authority that causes causing the curtailment of System Services to Shipper Customer as provided in Section 8.2.
(c) Certain Dedicated Production may also be permanently released from dedication under this Agreement as expressly provided in Section 5.3(f)(ii).
Appears in 2 contracts
Sources: Terminal and Export Services Agreement (Hess Midstream Partners LP), Terminal and Export Services Agreement (Hess Midstream Partners LP)
Releases from Dedication. (a) If Gatherer has failed to complete the facilities necessary to connect a Planned Receipt Point to the Gathering System within:
(i) 90 within 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, Shipper shall be entitled to:
(A) in the case volumes of any such written Notice delivered during the Initial Term: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y), in which case (x) the Dedicated Production Estimate that is applicable to such Planned Receipt Point will be deemed deleted from the Dedicated Production Estimate contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering System Plan, and (z) the Fees resulting from such Recalculation Election will be utilized, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion of the Dedicated Production Estimate, which reduction in MVC will remain in effect, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year. Any such temporary Recalculation Election and reduction in MVC shall, in each case, be terminated, and the Fees and MVC shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point to the Gathering System; or 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) in the case of any such written Notice delivered from and after the beginning of the Secondary Term: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering System; or
(ii) 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, the volumes of Dedicated Production applicable to such Planned . Receipt Point shall be permanently released from the dedication under this Agreement and Shipper may deliver and commit such Shipper Gas Crude Oil that was formerly Dedicated Production to such other gatherer or gatherers as it shall determine in its sole discretion.
(b) Certain Dedicated Production may also be temporarily released from dedication under this Agreement in the event of:
(i) (A) Gatherer failing to complete the facilities necessary to connect a Planned Receipt Point to the Gathering System by the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, and (B) such failure causing there to be insufficient capacity on the applicable Subsystem to accommodate the volumes of Dedicated Production contained in the applicable System Production Estimates applicable to such time and Subsystem;
(ii) the Parties agreeing (whether pursuant to Section 5.3(e) or otherwise) upon the Target Completion Date for a Planned Receipt Point that is greater than three Months following the date on which Shipper requested that such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i);
(iiiii) any curtailment or interruption of the System Services to be provided to Shipper as set forth in Section 8.5(d) or in Section 1.5 of the Operating Terms;
(iiiiv) a material breach of this Agreement by Gatherer as provided in Section 13.1(b); or
(ivv) an order of a Governmental Authority that causes the curtailment of System Services to Shipper as provided in Section 8.2.
(c) Certain Dedicated Production may also be permanently released from dedication under this Agreement as expressly provided in Section 5.3(f)(ii).
Appears in 2 contracts
Sources: Crude Oil Gathering Agreement (Hess Midstream Partners LP), Crude Oil Gathering Agreement (Hess Midstream Partners LP)
Releases from Dedication. (a) If Gatherer Provider has failed to complete the facilities necessary to connect a Planned Receipt Point to the Gathering TGP System within:
(i) 90 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper Customer to GathererProvider, Shipper Customer shall be entitled to:
(A) in the case of any such written Notice delivered during the Initial Term: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y7.1(g)(y), in which case (x) the Dedicated Production Estimate that is applicable to such Planned Receipt Point will be deemed deleted from the Dedicated Production Estimate contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering System Plan, and (z) the Fees resulting from such Recalculation Election will be utilized, subject to the last 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 (**). sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion of the Dedicated Production Estimate, which reduction in MVC will remain in effect, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year. Any such temporary Recalculation Election and reduction in MVC shall, in each case, be terminated, and the Fees and MVC shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point to the Gathering TGP System; or 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 (**).or
(B) in the case of any such written Notice delivered from and after the beginning of the Secondary Term: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering TGP System; or
(ii) 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper Customer to GathererProvider, the volumes of Dedicated Production applicable to such Planned Receipt Point shall be permanently released from the dedication under this Agreement and Shipper Customer may deliver and commit such Shipper Customer Gas that was formerly Dedicated Production to such other gatherer processor or gatherers fractionator as it shall determine in its sole discretion.
(b) Certain Dedicated Production may also be temporarily released from dedication under this Agreement in the event of:
(i) the Parties agreeing (whether pursuant to Section 5.3(e) or otherwise) upon the Target Completion Date for a Planned Receipt Point that is greater than three Months following the date on which Shipper requested that such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i);
(ii) any curtailment or interruption of the System Services to be provided to Shipper Customer as set forth in Section 8.5(d) or in Section 1.5 of the Operating Terms, in each case, other than any Bypass election;
(iiiii) a material breach of this Agreement by Gatherer Provider as provided in Section 13.1(b); or
(iviii) an order of a Governmental Authority that causes the curtailment of System Services to Shipper Customer as provided in Section 8.2.
(c) Certain In the event that any “Dedicated Production” (as such term is defined in the GGA) is released from the dedication under the GGA, Customer shall have the right to request that the corresponding Dedicated Production may also be permanently released from the dedication hereunder. Any such request shall be subject to Provider’s prior written consent, such consent not to be unreasonably withheld. Any such release from dedication hereunder shall last for the duration specified in the 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 (**). request from Customer, but in no event shall such release hereunder be longer than the applicable release under the GGA (and, for the avoidance of doubt, the release requested hereunder may be permanent if the corresponding release from dedication under the GGA is permanent); provided, however, that no such release of Dedicated Production permitted pursuant to this Agreement as expressly provided Section 4.4(c) shall result in a reduction in the MVC pursuant to Section 5.3(f)(ii)6.1.
Appears in 2 contracts
Sources: Gas Processing and Fractionation Agreement (Hess Midstream Partners LP), Gas Processing and Fractionation Agreement (Hess Midstream Partners LP)
Releases from Dedication. (a) If Gatherer has failed to complete the facilities necessary to connect a Planned Receipt Point to the Gathering System within:
(i) 90 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, Shipper shall be entitled to:
(A) in the case of any such written Notice delivered during the Initial TermTerm applicable to the relevant Subsystem: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y), in which case (x) the Dedicated Production Estimate that is applicable to such Planned Receipt Point will be deemed deleted from the Dedicated Production Estimate contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering System Plan, and (z) the Fees resulting from such Recalculation Election will be utilized, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion of the Dedicated Production Estimate, which reduction in MVC will remain in effect, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year. Any such temporary Recalculation Election and reduction in MVC shall, in each case, be terminated, and the Fees and MVC shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point to the Gathering Systemapplicable Subsystem; or 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 (**).or
(B) in the case of any such written Notice delivered from and after the beginning of the Secondary TermTerm applicable to the relevant Subsystem: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering Systemapplicable Subsystem; or
(ii) 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, the volumes of Dedicated Production applicable to such Planned Receipt Point shall be permanently released from the dedication under this Agreement and Shipper may deliver and commit such Shipper Gas that was formerly Dedicated Production to such other gatherer or gatherers as it shall determine in its sole discretion.
(b) Certain Dedicated Production may also be temporarily released from dedication under this Agreement in the event of:
(i) the Parties agreeing (whether pursuant to Section 5.3(e) or otherwise) upon the Target Completion Date for a Planned Receipt Point that is greater than three Months following the date on which Shipper requested that such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i);; 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) any curtailment or interruption of the System Services to be provided to Shipper as set forth in Section 8.5(d) or in Section 1.5 of the Operating Terms;
(iii) a material breach of this Agreement by Gatherer as provided in Section 13.1(b); or
(iv) an order of a Governmental Authority that causes the curtailment of System Services to Shipper as provided in Section 8.2.
(c) Certain Dedicated Production may also be permanently released from dedication under this Agreement as expressly provided in Section 5.3(f)(ii).
Appears in 1 contract
Sources: Gas Gathering Agreement (Hess Midstream Partners LP)
Releases from Dedication. (a) If Gatherer has failed to complete the facilities necessary to connect a Planned Receipt Point to the Gathering System within:
(i) 90 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, Shipper shall be entitled to:
(A) in the case of any such written Notice delivered during the Initial Term: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y), in which case (x) the Dedicated Production Estimate that is applicable to such Planned Receipt Point will be deemed deleted from the Dedicated Production Estimate contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering System Plan, and (z) the Fees resulting from such Recalculation Election will be utilized, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion of the Dedicated Production Estimate, which reduction in MVC will remain in effect, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year. Any such temporary Recalculation Election and reduction in MVC shall, in each case, be terminated, and the Fees and MVC shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point to the Gathering System; or 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) in the case of any such written Notice delivered from and after the beginning of the Secondary Term: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering System; or
(ii) within 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, the volumes of Dedicated Production applicable to such Planned 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. Receipt Point shall be permanently released from the dedication under this Agreement and Shipper ▇▇▇▇▇▇▇ may deliver and commit such Shipper Gas Crude Oil that was formerly Dedicated Production to such other gatherer or gatherers as it shall determine in its sole discretion.
(b) Certain Dedicated Production may also be temporarily released from dedication under this Agreement in the event of:
(i) (A) Gatherer failing to complete the facilities necessary to connect a Planned Receipt Point to the Gathering System by the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, and (B) such failure causing there to be insufficient capacity on the applicable Subsystem to accommodate the volumes of Dedicated Production contained in the applicable System Production Estimates applicable to such time and Subsystem;
(ii) the Parties agreeing (whether pursuant to Section 5.3(e) or otherwise) upon the Target Completion Date for a Planned Receipt Point that is greater than three Months following the date on which Shipper requested that such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i);
(iiiii) any curtailment or interruption of the System Services to be provided to Shipper as set forth in Section 8.5(d) or in Section 1.5 of the Operating Terms;
(iiiiv) a material breach of this Agreement by Gatherer ▇▇▇▇▇▇▇▇ as provided in Section 13.1(b); or
(ivv) an order of a Governmental Authority that causes the curtailment of System Services to Shipper as provided in Section 8.2.
(c) Certain Dedicated Production may also be permanently released from dedication under this Agreement as expressly provided in Section 5.3(f)(ii).
Appears in 1 contract
Releases from Dedication. (a) If Gatherer has failed for any reason Carrier cannot receive at the Origin Point the entire volume of Dedicated Raw Make that Shipper is ready, willing and able to complete deliver hereunder, including without limitation as a result of prorationing or scheduled maintenance on the facilities necessary Pipeline System or any relevant upstream or downstream facilities, Force Majeure, operating pressure at the Destination Point exceeding 1,350 psig, or if such Raw Make fails to connect a Planned Receipt Point meet the applicable Raw Make Quality Specifications, then that portion of such Dedicated Raw Make that Carrier cannot so receive shall be temporarily released from the Dedication during the period of time, and only to the Gathering System within:extent, that Carrier cannot for any reason receive such Dedicated Raw Make, and Shipper shall be free to sell such temporarily released Raw Make to third parties or to transport such temporarily released Raw Make via modes of transportation other than Carrier. Notwithstanding the foregoing sentence, there shall be no such temporary release if Carrier fails or is unable to receive the entire volume of Dedicated Raw Make as a result of a breach by Shipper or failure by Shipper or Shipper’s Affiliate to use good faith efforts to cause Raw Make processed at a processing plant operated by Shipper or Shipper’s Affiliate to meet the applicable Raw Make Quality Specifications. Carrier shall promptly provide written notice of any event that could reasonably be expected to materially affect the Services under this Agreement, including without limitation any notices regarding scheduled maintenance, matters that affect available capacity and Carrier’s ability to take the Dedicated Raw Make, and with respect to construction or development work on such facilities as the necessity for making repairs, alterations, enlargements or connections to, or performing maintenance on, machinery or facilities of production, manufacture, transportation, distribution, processing or consumption. With respect to any notices received by Carrier regarding the anticipated unavailability of capacity, facilities or Services upstream or downstream of the Pipeline System, the Parties shall coordinate in good faith in an effort to mitigate any disruptions, delays or other effects of such facility actions or events on the Services contemplated by this Agreement.
(ib) 90 If a Force Majeure event renders Carrier unable to receive Dedicated Raw Make at the Origin Point for three (3) consecutive Days or longer (an “Extended Carrier Force Majeure”), then (A) upon Carrier’s receipt of written notice from Shipper, that portion of such Dedicated Raw Make that Carrier cannot either receive at the Origin Point because of such Extended Carrier Force Majeure shall be temporarily released from the Dedication only to the extent that Carrier is unable to so receive such Dedicated Raw Make because of such Extended Carrier Force Majeure, and (B) Shipper shall resume deliveries of Dedicated Raw Make temporarily released pursuant to the immediately preceding clause (A) no later than the first Day of the Month following thirty (30) Days after Carrier provides Shipper written notice it is capable of receiving such Dedicated Raw Make.
(c) Notwithstanding Section 4.6(a) and Section 4.6(b) above, other than in instances in which Shipper is in breach or Raw Make fails to meet the applicable Target Completion Date contained Raw Make Quality Specifications, if, for any one hundred eighty (180) consecutive Days or for any cumulative one hundred eighty (180) Days in any three hundred sixty-five (365) Day period, Carrier does not receive or ceases receiving any volume of Dedicated Raw Make delivered or otherwise made available for delivery to the then-currently agreed Gathering System PlanOrigin Point by Shipper (or that would be made available at the Origin Point, thenbut was not because of Carrier’s continuing failure to receive Shipper’s Dedicated Raw Make for any reason), then upon Shipper’s written notice to Carrier (“Release Notice”, and the date of delivery to Carrier, “Release Notice from Shipper to GathererDate”), which shall be given within ninety (90) Days after the applicable one hundred eighty (180) consecutive Days or one hundred eightieth (180th) cumulative Day, Shipper shall be entitled to:
(A) in to a permanent release from the case Dedication for the average volume of any such written Notice delivered Dedicated Raw Make that Carrier was not able to take at the Origin Point during the Initial Term: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y), in which case (x) the Dedicated Production Estimate that is applicable to such Planned Receipt Point will be deemed deleted from the Dedicated Production Estimate contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering System Plansubject period, and (z) the Fees resulting from such Recalculation Election will be utilized, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion percentage of the Dedicated Production Estimate, which reduction in MVC will remain in effect, subject Area proportionate to the last sentence average volume of this Section 4.4(a)(i)(A)Dedicated Raw Make that Carrier was not able to take compared to Shipper’s Deemed Volume Commitment, with such permanent release to be effective on the thirtieth (30th) Day following the Release Notice Date; provided, however, if during the thirty (30) Day period following the Release Notice Date, Carrier delivers to Shipper a written plan, to be implemented at Carrier’s sole cost and expense, that Carrier reasonably and in good faith believes will enable it to receive all Dedicated Raw Make available for delivery at the remainder of Origin Point on or before the then-current Year. Any such temporary Recalculation Election and reduction in MVC shallninetieth (90th) Day following the Release Notice Date, in each case, be terminated, and the Fees and MVC shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point then Shipper’s right to the Gathering Systemrelease shall be suspended during such ninety (90) Day period, or, if Carrier’s failure to receive Dedicated Raw Make is a result of Force Majeure, Carrier shall have one hundred eighty (180) Days to complete such plan and Shipper’s release right shall be suspended during such one hundred eighty (180) Day period; provided, further, that if, by the ninety-first (91st) Day or 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 COMMISSIONone hundred eighty-first (181st) Day (as applicable) following the Release Notice Date, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS Carrier for any reason does not receive all Dedicated Raw Make available for delivery at the Origin Point, then Shipper’s permanent release shall be effective on such ninety-first (**91st) Day or one hundred eighty-first (181st) Day (as applicable).
(B) in the case of any such written Notice delivered from and after the beginning of the Secondary Term: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering System; or
(ii) 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, the volumes of Dedicated Production applicable to such Planned Receipt Point shall be permanently released from the dedication under this Agreement and Shipper may deliver and commit such Shipper Gas that was formerly Dedicated Production to such other gatherer or gatherers as it shall determine in its sole discretion.
(b) Certain Dedicated Production may also be temporarily released from dedication under this Agreement in the event of:
(i) the Parties agreeing (whether pursuant to Section 5.3(e) or otherwise) upon the Target Completion Date for a Planned Receipt Point that is greater than three Months following the date on which Shipper requested that such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i);
(ii) any curtailment or interruption of the System Services to be provided to Shipper as set forth in Section 8.5(d) or in Section 1.5 of the Operating Terms;
(iii) a material breach of this Agreement by Gatherer as provided in Section 13.1(b); or
(iv) an order of a Governmental Authority that causes the curtailment of System Services to Shipper as provided in Section 8.2.
(c) Certain Dedicated Production may also be permanently released from dedication under this Agreement as expressly provided in Section 5.3(f)(ii).
Appears in 1 contract
Sources: Transportation Services Agreement (Altus Midstream Co)
Releases from Dedication. (a) If Gatherer Provider has failed to complete the facilities necessary to connect a Planned Receipt Point to the Gathering Terminals System within:
(i) 90 within 270 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering Terminals System Plan, then, upon written Notice from Shipper Customer to Gatherer, Shipper shall be entitled to:
(A) in the case of any such written Notice delivered during the Initial Term: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y), in which case (x) the Dedicated Production Estimate that is applicable to such Planned Receipt Point will be deemed deleted from the Dedicated Production Estimate contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering System Plan, and (z) the Fees resulting from such Recalculation Election will be utilized, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion of the Dedicated Production Estimate, which reduction in MVC will remain in effect, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year. Any such temporary Recalculation Election and reduction in MVC shall, in each case, be terminated, and the Fees and MVC shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point to the Gathering System; or 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) in the case of any such written Notice delivered from and after the beginning of the Secondary Term: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering System; or
(ii) 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to GathererProvider, the volumes of Dedicated Production Crude Oil applicable to such Planned Receipt Point shall be permanently released from the dedication under this Agreement and Shipper Customer may deliver and commit such Shipper Gas Customer Crude Oil that was formerly Dedicated Production Crude Oil to such other gatherer terminal facility, pipeline system, storage facility, rail cars or gatherers other similar system or facilities as it shall determine in its sole discretion.
(b) Certain Dedicated Production Crude Oil may also be temporarily released from dedication under this Agreement in the event of:
(i) (A) Provider failing to complete the Parties agreeing (whether pursuant facilities necessary to Section 5.3(e) or otherwise) upon the Target Completion Date for connect a Planned Receipt Point that is greater than three Months following to the date Terminals System by the applicable Target Completion Date contained in the then-currently agreed Terminals System Plan, and (B) such failure causing there to be insufficient capacity on which Shipper requested that the Terminals System to accommodate the volumes of Dedicated Crude Oil and Customer NGLs contained in the applicable System Production Estimates applicable to such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i)time;
(ii) any curtailment or interruption of the System Services to be provided to Shipper Customer as set forth in Section 8.5(d) or in Section 1.5 of the Operating Terms;
(iii) a material breach of this Agreement by Gatherer Provider as provided in Section 13.1(b); or
(iv) an order of a Governmental Authority that causes causing the curtailment of System Services to Shipper Customer as provided in Section 8.2.
(c) Certain Dedicated Production may also be permanently released from dedication under this Agreement as expressly provided in Section 5.3(f)(ii).
Appears in 1 contract
Sources: Terminal and Export Services Agreement (Hess Midstream Partners LP)
Releases from Dedication. (a) If Gatherer has failed for any reason Carrier cannot receive at the Origin Point the entire volume of Dedicated Raw Make that Shipper is ready, willing and able to complete deliver hereunder, including without limitation as a result of prorationing or scheduled maintenance on the facilities necessary Pipeline System or any relevant upstream or downstream facilities, Force Majeure, operating pressure at the Destination Point exceeding 1,350 psig, or if such Raw Make fails to connect a Planned Receipt Point to the Gathering System within:
(i) 90 Days of meet the applicable Target Completion Date contained in the then-currently agreed Gathering System PlanRaw Make Quality Specifications, then, upon written Notice from Shipper to Gatherer, Shipper shall be entitled to:
(A) in the case of any such written Notice delivered during the Initial Term: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y), in which case (x) the Dedicated Production Estimate then that is applicable to such Planned Receipt Point will be deemed deleted from the Dedicated Production Estimate contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering System Plan, and (z) the Fees resulting from such Recalculation Election will be utilized, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion of the such Dedicated Production Estimate, which reduction in MVC will remain in effect, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year. Any such temporary Recalculation Election and reduction in MVC shall, in each case, be terminated, and the Fees and MVC Raw Make that Carrier cannot so receive shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point to the Gathering System; or 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) in the case of any such written Notice delivered from and after the beginning of the Secondary Term: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering System; or
(ii) 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, the volumes of Dedicated Production applicable to such Planned Receipt Point shall be permanently released from the dedication under this Agreement and Shipper may deliver and commit such Shipper Gas that was formerly Dedicated Production to such other gatherer or gatherers as it shall determine in its sole discretion.
(b) Certain Dedicated Production may also be temporarily released from dedication the Dedication during the period of time, and only to the extent, that Carrier cannot for any reason receive such Dedicated Raw Make, and Shipper shall be free to sell such temporarily released Raw Make to third parties or to transport such temporarily released Raw Make via modes of transportation other than Carrier. Notwithstanding the foregoing sentence, there shall be no such temporary release if Carrier fails or is unable to receive the entire volume of Dedicated Raw Make as a result of a breach by Shipper or failure by Shipper or Shipper’s Affiliate to use good faith efforts to cause Raw Make processed at a processing plant operated by Shipper or Shipper’s Affiliate to meet the applicable Raw Make Quality Specifications. Carrier shall promptly provide written notice of any event that could reasonably be expected to materially affect the Services under this Agreement in Agreement, including without limitation any notices regarding scheduled maintenance, matters that affect available capacity and Carrier’s ability to take the event of:
(i) Dedicated Raw Make, and with respect to construction or development work on such facilities as the necessity for making repairs, alterations, enlargements or connections to, or performing maintenance on, machinery or facilities of production, manufacture, transportation, distribution, processing or consumption. With respect to any notices received by Carrier regarding the anticipated unavailability of capacity, facilities or Services upstream or downstream of the Pipeline System, the Parties agreeing (whether pursuant shall coordinate in good faith in an effort to Section 5.3(e) mitigate any disruptions, delays or otherwise) upon other effects of such facility actions or events on the Target Completion Date for a Planned Receipt Point that is greater than three Months following the date on which Shipper requested that such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i);
(ii) any curtailment or interruption of the System Services to be provided to Shipper as set forth in Section 8.5(d) or in Section 1.5 of the Operating Terms;
(iii) a material breach of contemplated by this Agreement by Gatherer as provided in Section 13.1(b); or
(iv) an order of a Governmental Authority that causes the curtailment of System Services to Shipper as provided in Section 8.2Agreement.
(c) Certain Dedicated Production may also be permanently released from dedication under this Agreement as expressly provided in Section 5.3(f)(ii).
Appears in 1 contract
Sources: Transportation Services Agreement (Altus Midstream Co)
Releases from Dedication. (a) If Gatherer Provider has failed to complete the facilities necessary to connect a Planned Receipt Point to the Gathering ▇▇▇▇▇▇ System within:
(i) 90 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper Customer to GathererProvider, Shipper Customer shall be entitled to:
(A) in the case of any such written Notice delivered during the Initial Term: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y7.1(g)(y), in which case (x) the Dedicated Production Estimate that is applicable to such Planned Receipt Point will be deemed deleted from the Dedicated Production Estimate contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering System Plan, and (z) the Fees resulting from such Recalculation Election will be utilized, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion of the Dedicated Production Estimate, which reduction in MVC will remain in effect, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year. Any such temporary Recalculation Election and reduction in MVC shall, in each case, be terminated, and the Fees and MVC shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point to the Gathering ▇▇▇▇▇▇ System; or 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 (**).or
(B) in the case of any such written Notice delivered from and after the beginning of the Secondary Term: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering ▇▇▇▇▇▇ System; oror 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) 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper Customer to GathererProvider, the volumes of Dedicated Production applicable to such Planned Receipt Point shall be permanently released from the dedication under this Agreement and Shipper Customer may deliver and commit such Shipper Customer Gas that was formerly Dedicated Production to such other gatherer processor or gatherers fractionator as it shall determine in its sole discretion.
(b) Certain Dedicated Production may also be temporarily released from dedication under this Agreement in the event of:
(i) the Parties agreeing (whether pursuant to Section 5.3(e) or otherwise) upon the Target Completion Date for a Planned Receipt Point that is greater than three Months following the date on which Shipper requested that such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i);
(ii) any curtailment or interruption of the System Services to be provided to Shipper Customer as set forth in Section 8.5(d8.5(e) or in Section 1.5 of the Operating Terms, in each case, other than any Bypass election;
(iiiii) a material breach of this Agreement by Gatherer Provider as provided in Section 13.1(b); or
(iviii) an order of a Governmental Authority that causes the curtailment of System Services to Shipper Customer as provided in Section 8.2.
(c) Certain In the event that any “Dedicated Production” (as such term is defined in the GGA) is released from the dedication under the GGA, Customer shall have the right to request that the corresponding Dedicated Production may also be permanently released from the dedication hereunder. Any such request shall be subject to Provider’s prior written consent, such consent not to be unreasonably withheld. Any such release from dedication hereunder shall last for the duration specified in the request from Customer, but in no event shall such release hereunder be longer than the applicable release under the GGA (and, for the avoidance of doubt, the release requested hereunder may be permanent if the corresponding release from dedication under the GGA is permanent); provided, however, that no such release of Dedicated Production permitted pursuant to this Agreement as expressly provided Section 4.4(c) shall result in a reduction in the MVC pursuant to Section 5.3(f)(ii)6.1.
Appears in 1 contract
Sources: Gas Processing and Fractionation Agreement (Hess Midstream Partners LP)
Releases from Dedication. (a) If Gatherer Provider has failed to complete the facilities necessary to connect a Planned Receipt Point to the Gathering ▇▇▇▇▇▇ System within:
(i) 90 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper Customer to GathererProvider, Shipper Customer shall be entitled to:
(A) in the case of any such written Notice delivered during the Initial Term: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y7.1(g)(y), in which case (x) the Dedicated Production Estimate that is applicable to such Planned Receipt Point will be deemed deleted from the Dedicated Production Estimate contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering System Plan, and (z) the Fees resulting from such Recalculation Election will be utilized, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion of the Dedicated Production Estimate, which reduction in MVC will remain in effect, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year. Any such temporary Recalculation Election and reduction in MVC shall, in each case, be terminated, and the Fees and MVC shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point to the Gathering ▇▇▇▇▇▇ System; or 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 (**).or
(B) in the case of any such written Notice delivered from and after the beginning of the Secondary Term: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering ▇▇▇▇▇▇ System; oror 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.
(ii) 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper Customer to GathererProvider, the volumes of Dedicated Production applicable to such Planned Receipt Point shall be permanently released from the dedication under this Agreement and Shipper Customer may deliver and commit such Shipper Customer Gas that was formerly Dedicated Production to such other gatherer processor or gatherers fractionator as it shall determine in its sole discretion.
(b) Certain Dedicated Production may also be temporarily released from dedication under this Agreement in the event of:
(i) the Parties agreeing (whether pursuant to Section 5.3(e) or otherwise) upon the Target Completion Date for a Planned Receipt Point that is greater than three Months following the date on which Shipper requested that such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i);
(ii) any curtailment or interruption of the System Services to be provided to Shipper Customer as set forth in Section 8.5(d8.5(e) or in Section 1.5 of the Operating Terms, in each case, other than any Bypass election;
(iiiii) a material breach of this Agreement by Gatherer Provider as provided in Section 13.1(b); or
(iviii) an order of a Governmental Authority that causes the curtailment of System Services to Shipper Customer as provided in Section 8.2.
(c) Certain In the event that any "Dedicated Production" (as such term is defined in the GGA) is released from the dedication under the GGA, Customer shall have the right to request that the corresponding Dedicated Production may also be permanently released from the dedication hereunder. Any such request shall be subject to Provider's prior written consent, such consent not to be unreasonably withheld. Any such release from dedication hereunder shall last for the duration specified in the request from Customer, but in no event shall such release hereunder be longer than the applicable release under the GGA (and, for the avoidance of doubt, the release requested hereunder may be permanent if the corresponding release from dedication under the GGA is permanent); provided, however, that no such release of Dedicated Production permitted pursuant to this Agreement as expressly provided Section 4.4(c) shall result in a reduction in the MVC pursuant to Section 5.3(f)(ii)6.1.
Appears in 1 contract
Sources: Gas Processing and Fractionation Agreement (Hess Midstream LP)
Releases from Dedication. (a) If Gatherer Provider has failed to complete the facilities necessary to connect a Planned Receipt Point to the Gathering Terminals System within:
(i) 90 within 270 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering Terminals System Plan, then, upon written Notice from Shipper Customer to Gatherer, Shipper shall be entitled to:
(A) in the case of any such written Notice delivered during the Initial Term: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y), in which case (x) the Dedicated Production Estimate that is applicable to such Planned Receipt Point will be deemed deleted from the Dedicated Production Estimate contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering System Plan, and (z) the Fees resulting from such Recalculation Election will be utilized, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion of the Dedicated Production Estimate, which reduction in MVC will remain in effect, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year. Any such temporary Recalculation Election and reduction in MVC shall, in each case, be terminated, and the Fees and MVC shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point to the Gathering System; or 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) in the case of any such written Notice delivered from and after the beginning of the Secondary Term: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering System; or
(ii) 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to GathererProvider, the volumes of Dedicated Production Crude Oil applicable to such Planned Receipt Point shall be permanently released from the dedication under this Agreement and Shipper Customer may deliver and commit such Shipper Gas Customer Crude Oil that was formerly Dedicated Production Crude Oil to such other gatherer terminal facility, pipeline system, storage facility, rail cars or gatherers other similar system or facilities as it shall determine in its sole discretion.
(b) Certain Dedicated Production Crude Oil may also be temporarily released from dedication under this Agreement in the event of:
(i) (A) Provider failing to complete the Parties agreeing (whether pursuant facilities necessary to Section 5.3(e) or otherwise) upon the Target Completion Date for connect a Planned Receipt Point that is greater than three Months following to the date Terminals System by the applicable Target Completion Date contained in the then-currently agreed Terminals System Plan, and (B) such failure causing there to be insufficient capacity on which Shipper requested that the Terminals System to accommodate the volumes of Dedicated Crude Oil and Customer NGLs contained in the applicable System Production Estimates applicable to such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i)time;
(ii) any curtailment or interruption of the System Services to be provided to Shipper Customer as set forth in Section 8.5(d) or in Section 1.5 of the Operating Terms;
(iii) a material breach of this Agreement by Gatherer Provider as provided in Section 13.1(b); oror 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.
(iv) an order of a Governmental Authority that causes causing the curtailment of System Services to Shipper Customer as provided in Section 8.2.
(c) Certain Dedicated Production may also be permanently released from dedication under this Agreement as expressly provided in Section 5.3(f)(ii).
Appears in 1 contract
Sources: Terminal and Export Services Agreement (Hess Midstream LP)
Releases from Dedication. (a) If Gatherer has failed to complete the facilities necessary to connect a Planned Receipt Point to the Gathering System within:
(i) 90 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, Shipper shall be entitled to:
(A) in the case of any such written Notice delivered during the Initial TermTerm applicable to the relevant Subsystem: (1) request a temporary Recalculation Election pursuant to Section 7.1(e)(y), in which case (x) the Dedicated Production Estimate that is applicable to such Planned Receipt Point will be deemed deleted from the Dedicated Production Estimate contained in the then-currently agreed Development Plan, (y) the Committed Build-Out at issue (and all Committed Build-Out Costs related thereto) will be deleted from the then-currently agreed Gathering System Plan, and (z) the Fees resulting from such Recalculation Election will be utilized, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year, and (2) a temporary reduction in the then-applicable MVC to reflect the deletion of the applicable portion of the Dedicated Production Estimate, which reduction in MVC will remain in effect, subject to the last sentence of this Section 4.4(a)(i)(A), for the remainder of the then-current Year. Any such temporary Recalculation Election and reduction in MVC shall, in each case, be terminated, and the Fees and MVC shall each revert back to their respective levels prior to such election, upon the completion of the connection of the Planned Receipt Point to the Gathering Systemapplicable Subsystem; or 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 (**).or
(B) in the case of any such written Notice delivered from and after the beginning of the Secondary TermTerm applicable to the relevant Subsystem: receive a temporary (1) release from the dedication hereunder of the Dedicated Production Estimate that is applicable to such Planned Receipt Point, and (2) reduction in the then-applicable MVC to reflect the temporary release of the applicable portion of the Dedicated Production Estimate, which temporary release and reduction in MVC will remain in effect, in each case, until the earlier of (x) the end of then-current Year, or (y) the completion of the connection of the applicable Planned Receipt Point to the Gathering Systemapplicable Subsystem; or
(ii) 180 Days of the applicable Target Completion Date contained in the then-currently agreed Gathering System Plan, then, upon written Notice from Shipper to Gatherer, the volumes of Dedicated Production applicable to such Planned Receipt Point shall be permanently released from the dedication under this Agreement and Shipper may deliver and commit such Shipper Gas that was formerly Dedicated Production to such other gatherer or gatherers as it shall determine in its sole discretion.
(b) Certain Dedicated Production may also be temporarily released from dedication under this Agreement in the event of:
(i) the Parties agreeing (whether pursuant to Section 5.3(e) or otherwise) upon the Target Completion Date for a Planned Receipt Point that is greater than three Months following the date on which Shipper requested that such Planned Receipt Point be operational in its applicable proposed Updated Development Plan delivered pursuant to Section 5.1(a), as more particularly provided in Section 5.3(f)(i);; 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.
(ii) any curtailment or interruption of the System Services to be provided to Shipper as set forth in Section 8.5(d) or in Section 1.5 of the Operating Terms;
(iii) a material breach of this Agreement by Gatherer ▇▇▇▇▇▇▇▇ as provided in Section 13.1(b); or
(iv) an order of a Governmental Authority that causes the curtailment of System Services to Shipper as provided in Section 8.2.
(c) Certain Dedicated Production may also be permanently released from dedication under this Agreement as expressly provided in Section 5.3(f)(ii).
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