Surface Use Rights. (a) (i) Gas Party shall have the right on a non-exclusive basis and, except as provided below in Section 5.3, free of charge to use and access any Surface Rights of any Coal Party in the Cooperation Area to the extent reasonably necessary in connection with Gas Party’s operations to develop the Gas Interests owned or controlled by Gas Party within the Cooperation Area, including for purposes of using or constructing roads, constructing pad sites, drilling locations, impoundments, tank stations and other surface facilities, and laying pipelines for the transportation of Gas and water, and, further, including the right to transport Third Party Gas from lands in the Coal Area or other lands and the right to support operations of Gas Party, its partners, joint venturers, co-working interest owners, any of its joint ventures, and/or Affiliates on lands in the Coal Area or other lands, and (ii) Coal Party shall have the right, on a non-exclusive basis and, except as provided below in Section 5.3, free of charge to use and access any Surface Rights of Gas Party in the Four State Area to the extent reasonably necessary in connection with Coal Party’s operations to develop the Coal Interests owned or controlled by Coal Party in the Four State Area, including for purposes of using or constructing roads and constructing other facilities related to such coal operations (such use and access rights as described in and limited by clauses (i) and (ii) above, respectively as to Gas Party and Coal Party, the “Surface Use Rights”), which Surface Use Rights shall, in each case, be exercised by making a Surface Easement Request as provided in Section 5.2(a) herein below and obtaining an easement as provided in Section 5.2(b) and 5.2(c) herein below. Gas Party and Coal Party shall comply with reasonable requirements of the other such Party, as applicable, with respect to operations or activities that utilize Surface Use Rights involving the other Party’s Surface Rights and with applicable regulatory requirements. (b) Subject to complying with this Section 5.1(b) and with Section 8.1, any Party may Assign any of its Surface Rights; provided, however, that the Party intending to Assign any of its Surface Rights that are subject to the Surface Use Rights of another Party under Section 5.1(a) shall first provide all the Parties entitled to exercise Surface Use Rights with respect thereto with written notice of such intention on or before forty five (45) days prior to the date such Assignment is to be consummated (a “Surface Assignment Notice”). Each Surface Assignment Notice shall include a description of those portions of the Surface Rights that will be Assigned pursuant to such proposed Assignment. Within thirty (30) days of Gas Party’s and/or Coal Party’s receipt of a Surface Assignment Notice, Gas Party and/or Coal Party, as applicable, shall have the right to deliver a Surface Easement Request to the Section 4.1(a) Representative of the Party proposing such Assignment with respect to the Surface Rights that are subject to such Surface Assignment Notice in order to exercise such Party’s Surface Use Rights described above. Following its receipt of a Surface Easement Request pursuant to this Section 5.1(b), the Party proposing such Assignment shall use its reasonable discretion (exercised in good faith) to determine (prior to the date such Surface Rights are to be Assigned) if any such Surface Easement Request (i) is sufficiently specific in nature, including a description of the Surface Easement being requested, its purpose, and a plat showing the approximate location, scope, and length of such Surface Easement, (ii) is within the scope of the requesting Party’s Surface Use Rights, and (iii) would not materially impair the value of the Surface Rights which are subject to such proposed Assignment. Should such Assigning Party be satisfied that each of clause (i), clause (ii), and clause (iii) of this Section 5.1(b) are satisfied by such requested Surface Easement, and subject to (A) any restrictions under an applicable Existing Permit/Agreement and (B) the other terms of this Agreement, then such selling Party shall prepare and deliver, without costs or fees, such Surface Easement to the requesting Party prior to the date such Surface Right is Assigned. For the avoidance of doubt, each Party shall have the right to Assign its Surface Rights, subject to complying with this Section 5.1(b) and Section 8.1 herein below; and whether such Surface Rights remain subject to this Agreement after such Assignment shall be determined as set forth in Section 8.1.
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Surface Use Rights. (a) (i) Gas Party shall have the right on a non-exclusive basis and, except as provided below in Section 5.3, free of charge to use and access any Surface Rights of any Coal Party in the Cooperation Area to the extent reasonably necessary in connection with Gas Party’s operations to develop the Gas Interests owned or controlled by Gas Party within the Cooperation Area, including for purposes of using or constructing roads, constructing pad sites, drilling locations, impoundments, tank stations and other surface facilities, and laying pipelines for the transportation of Gas and water, and, further, including the right to transport Third Party Gas from lands in the Coal Area or other lands and the right to support operations of Gas Party, its partners, joint venturers, co-working interest owners, any of its joint ventures, and/or Affiliates on lands in the Coal Area or other lands, and (ii) Coal Party shall have the right, on a non-exclusive basis and, except as provided below in Section 5.3, free of charge to use and access any Surface Rights of Gas Party in the Four State Area to the extent reasonably necessary in connection with Coal Party’s operations to develop the Coal Interests owned or controlled by Coal Party in the Four State Area, including for purposes of using or constructing roads and constructing other facilities related to such coal operations (such use and access rights as described in and limited by clauses (i) and (ii) above, respectively as to Gas Party and Coal Party, the “Surface Use Rights”), which Surface Use Rights shall, in each case, be exercised by making a Surface Easement Request as provided in Section 5.2(a) herein below and obtaining an easement as provided in Section 5.2(b) and 5.2(c) herein below. Gas Party and Coal Party shall comply with reasonable requirements of the other such Party, as applicable, with respect to operations or activities that utilize Surface Use Rights involving the other Party’s Surface Rights and with applicable regulatory requirements.
(b) Subject to complying with this Section 5.1(b) and with Section 8.1, any Party may Assign any of its Surface Rights; provided, however, that the Party intending to Assign any of its Surface Rights that are subject to the Surface Use Rights of another Party under Section 5.1(a) shall first provide all the Parties entitled to exercise Surface Use Rights with respect thereto with written notice of such intention on or before forty five (45) days prior to the date such Assignment is to be consummated (a “Surface Assignment Notice”). Each Surface Assignment Notice shall include a description of those portions of the Surface Rights that will be Assigned pursuant to such proposed Assignment. Within thirty (30) days of Gas Party’s and/or Coal Party’s receipt of a Surface Assignment Notice, Gas Party and/or Coal Party, as applicable, shall have the right to deliver a Surface Easement Request to the Section 4.1(a) Representative of the Party proposing such Assignment with respect to the Surface Rights that are subject to such Surface Assignment Notice in order to exercise such Party’s Surface Use Rights described above. Following its receipt of a Surface Easement Request pursuant to this Section 5.1(b), the Party proposing such Assignment shall use its reasonable discretion (exercised in good faith) to determine (prior to the date such Surface Rights are to be Assigned) if any such Surface Easement Request (i) is sufficiently specific in nature, including a description of the Surface Easement being requested, its purpose, and a plat showing the approximate location, scope, and length of such Surface Easement, (ii) is within the scope of the requesting Party’s Surface Use Rights, and (iii) would not materially impair the value of the Surface Rights which are subject to such proposed Assignment. Should such Assigning Party be satisfied that each of clause (i), clause (ii), and clause (iii) of this Section 5.1(b) are satisfied by such requested Surface Easement, and subject to (A) any restrictions under an applicable Existing Permit/Agreement and (B) the other terms of this Agreement, then such selling Party shall prepare and deliver, without costs or fees, such Surface Easement to the requesting Party prior to the date such Surface Right is Assigned. For the avoidance of doubt, each Party shall have the right to Assign its Surface Rights, subject to complying with this Section 5.1(b) and Section 8.1 herein below; and whether such Surface Rights remain subject to this Agreement after such Assignment shall be determined as set forth in Section 8.1.5.2
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Sources: Master Cooperation and Safety Agreement (CONSOL Mining Corp)