Transportation and Processing. (i) After the Interim Marketing Period, subject to Section 2.10(c), each Party shall be responsible for obtaining their own gathering, processing and transportation agreements with respect to their Gas Production. Prior to the end of the Interim Marketing Period and, if and to the extent required by Schedule 2.10(a), thereafter, each Party will comply with the terms of Schedule 2.10 (a) with respect to the Downstream Contracts and the Peoples Contract. (ii) During the Interim Marketing Period and for so long thereafter as CONSOL holds any of the Downstream Contracts for the benefit of Noble pursuant to Schedule 2.10(a), Noble shall be responsible for, and shall pay in accordance with Section 7.2, all demand charges and tariffs required to be paid by CONSOL with respect to such Downstream Contracts to the extent applicable to the Assigned FT Interests. During the Interim Marketing Period, Noble shall be responsible for, and shall pay in accordance with Section 7.2, in addition to any other amounts set forth herein, in the NAESB Agreement or any related transaction confirmations, a daily reservation fee of $2,700. During the Interim Marketing Period, with respect to that amount of Noble's and its Affiliates' Gas Production that is delivered to the Texas Eastern Transmission interstate pipeline in ▇▇▇▇▇▇▇▇, West ▇▇▇▇▇▇▇▇, Green, Pennsylvania, Fayette, Pennsylvania, ▇▇▇▇▇▇▇▇▇▇▇▇, Pennsylvania, or Indiana, Pennsylvania, that is in excess of 54,000 MMBtu per day but less than 104,001 MMBtu per day (the “Excess Gas Production”), CONSOL shall purchase such Excess Gas Production under the terms of the NAESB Agreement and the related transaction confirmations at the inlet meter of the Texas Eastern Transmission interstate pipeline and, notwithstanding anything in this Section 2.10, the NAESB Agreement or any related transaction confirmation to the contrary, pay Noble and its Affiliates in respect of such Excess Gas Production as and when required under the terms of the NAESB Agreement an amount equal to (x) the first of the month Platts Inside F.E.R.C's Gas Market Report, “Price of Spot Gas Delivered to Pipelines,” for deliveries at Appalachian Lebanon Hub for the calendar month in which such Excess Gas Production is so delivered multiplied by (y) the amount of Excess Gas Production delivered during such calendar month. (iii) For purposes of flow assurance for each Party's share of Gas Production, it is the intent of the Parties to participate equally in any future processing agreements for Gas Production obtained by either Party after the Closing Date. If either Party desires to acquire additional processing capacity, then prior to entering into negotiations for a new processing agreement, such Party shall provide written notice to the Joint Development Committee, which shall include, the general deal parameters and the portion or portions of the Subject Assets within the Development Area that would be affected by such new processing agreement (a “Proposed Processing Agreement”). At the next meeting of the Joint Development Committee following such submission, the Joint Development Committee shall vote to authorize or not authorize a Party (the “Negotiating Party”) to negotiate the Proposed Processing Agreement on behalf of the Parties. Any members of the Joint Development Committee appointed by the Party (or its Affiliates) that submits a proposal for a Proposed Processing Agreement shall be deemed to have voted to authorize a Negotiating Party to negotiate the terms of a Proposed Processing Agreement on behalf of the Parties in accordance with this Section 2.10(b)(iii). If the Joint Development Committee fails to authorize a Negotiating Party to negotiate a Proposed Processing Agreement on behalf of the Parties, then the Party making the proposal to acquire additional processing capacity may enter into a processing agreement covering the subject matter of the proposal for the Proposed Processing Agreement (with such revisions as are necessary to account for only such Party's Gas Production being subject to such agreement). If the Joint Development Committee authorizes a Negotiating Party to negotiate the Proposed Processing Agreement on behalf of the Parties, then, for a period of 90 days following the date of such authorization, such Negotiating Party shall have the exclusive right to negotiate such Proposed Processing Agreement on behalf of the Parties and no other Party shall negotiate or enter into any processing agreement relating to the subject matter of such Proposed Processing Agreement; provided that if such Negotiating Party fails to negotiate such Proposed Processing Agreement within such 90-day period, then such Negotiating Party will no longer have the right to negotiate such Proposed Processing Agreement (and until it resubmits a written notice to the Joint Development Committee to obtain the Joint Development Committee's authorization of another Proposed Processing Agreement in accordance with the provisions of this Section 2.10(b)(iii)). In negotiating any Proposed Processing Agreement, the Negotiating Party shall use its commercially reasonable efforts to negotiate any processing agreement or agreements on market based terms and to negotiate separate processing agreements for each Party (with the same terms and other than revisions necessary to account for each Party's separate Gas Production). Upon completion of such negotiations, if applicable, the Negotiating Party shall submit the final Proposed Processing Agreement or agreements to the Joint Development Committee. At the next meeting of the Joint Development Committee following such submission, the Joint Development Committee shall vote to approve or disapprove such agreement or agreements. If the Joint Development Committee approves such agreement or agreements, then each Party shall promptly execute and deliver such agreement or, if applicable, its respective agreement. If the Joint Development Committee fails to approve a Proposed Processing Agreement or Proposed Processing Agreements after such agreement(s) has been negotiated by the Negotiating Party, then the Party whose members of the Joint Development Committee voted to approve such final Proposed Processing Agreements or agreements may enter into a processing agreement covering the subject matter of the Proposed Processing Agreement (with such revisions as are necessary to account for only such Negotiating Party's Gas Production being subject to such agreement). (iv) Upon mutual agreement of the Parties, the Parties shall have the right, prior to September 25, 2011, to unwind the production dedication under the Processing Agreements in accordance with the terms of the Processing Agreements.
Appears in 1 contract
Transportation and Processing. (i) After the Interim Marketing Period, subject to Section 2.10(c), each Party shall be responsible for obtaining their own gathering, processing and transportation agreements with respect to their Gas Production. Prior to the end of the Interim Marketing Period and, if and to the extent required by Schedule 2.10(a), thereafter, each Party will comply with the terms of Schedule 2.10
(a) with respect to the Downstream Contracts and the Peoples Contract.
(ii) During the Interim Marketing Period and for so long thereafter as CONSOL holds any of the Downstream Contracts for the benefit of Noble pursuant to Schedule 2.10(a), Noble shall be responsible for, and shall pay in accordance with Section 7.2, all demand charges and tariffs required to be paid by CONSOL with respect to such Downstream Contracts to the extent applicable to the Assigned FT Interests. During the Interim Marketing Period, Noble shall be responsible for, and shall pay in accordance with Section 7.2, in addition to any other amounts set forth herein, in the NAESB Agreement or any related transaction confirmations, a daily reservation fee of $2,700. During the Interim Marketing Period, with respect to that amount of Noble's ’s and its Affiliates' ’ Gas Production that is delivered to the Texas Eastern Transmission interstate pipeline in ▇▇▇▇▇▇▇▇, West ▇▇▇▇▇▇▇▇, Green, Pennsylvania, Fayette, Pennsylvania, ▇▇▇▇▇▇▇▇▇▇▇▇, Pennsylvania, or Indiana, Pennsylvania, that is in excess of 54,000 MMBtu per day but less than 104,001 MMBtu per day (the “Excess Gas Production”), CONSOL shall purchase such Excess Gas Production under the terms of the NAESB Agreement and the related transaction confirmations at the inlet meter of the Texas Eastern Transmission interstate pipeline and, notwithstanding anything in this Section 2.10, the NAESB Agreement or any related transaction confirmation to the contrary, pay Noble and its Affiliates in respect of such Excess Gas Production as and when required under the terms of the NAESB Agreement an amount equal to (x) the first of the month Platts Inside F.E.R.C's ’s Gas Market Report, “Price of Spot Gas Delivered to Pipelines,” for deliveries at Appalachian Lebanon Hub for the calendar month in which such Excess Gas Production is so delivered multiplied by (y) the amount of Excess Gas Production delivered during such calendar month.
(iii) For purposes of flow assurance for each Party's ’s share of Gas Production, it is the intent of the Parties to participate equally in any future processing agreements for Gas Production obtained by either Party after the Closing Date. If either Party desires to acquire additional processing capacity, then prior to entering into negotiations for a new processing agreement, such Party shall provide written notice to the Joint Development Committee, which shall include, the general deal parameters and the portion or portions of the Subject Assets within the Development Area that would be affected by such new processing agreement (a “Proposed Processing Agreement”). At the next meeting of the Joint Development Committee following such submission, the Joint Development Committee shall vote to authorize or not authorize a Party (the “Negotiating Party”) to negotiate the Proposed Processing Agreement on behalf of the Parties. Any members of the Joint Development Committee appointed by the Party (or its Affiliates) that submits a proposal for a Proposed Processing Agreement shall be deemed to have voted to authorize a Negotiating Party to negotiate the terms of a Proposed Processing Agreement on behalf of the Parties in accordance with this Section 2.10(b)(iii). If the Joint Development Committee fails to authorize a Negotiating Party to negotiate a Proposed Processing Agreement on behalf of the Parties, then the Party making the proposal to acquire additional processing capacity may enter into a processing agreement covering the subject matter of the proposal for the Proposed Processing Agreement (with such revisions as are necessary to account for only such Party's ’s Gas Production being subject to such agreement). If the Joint Development Committee authorizes a Negotiating Party to negotiate the Proposed Processing Agreement on behalf of the Parties, then, for a period of 90 days following the date of such authorization, such Negotiating Party shall have the exclusive right to negotiate such Proposed Processing Agreement on behalf of the Parties and no other Party shall negotiate or enter into any processing agreement relating to the subject matter of such Proposed Processing Agreement; provided that if such Negotiating Party fails to negotiate such Proposed Processing Agreement within such 90-day period, then such Negotiating Party will no longer have the right to negotiate such Proposed Processing Agreement (and until it resubmits a written notice to the Joint Development Committee to obtain the Joint Development Committee's ’s authorization of another Proposed Processing Agreement in accordance with the provisions of this Section 2.10(b)(iii)). In negotiating any Proposed Processing Agreement, the Negotiating Party shall use its commercially reasonable efforts to negotiate any processing agreement or agreements on market based terms and to negotiate separate processing agreements for each Party (with the same terms and other than revisions necessary to account for each Party's ’s separate Gas Production). Upon completion of such negotiations, if applicable, the Negotiating Party shall submit the final Proposed Processing Agreement or agreements to the Joint Development Committee. At the next meeting of the Joint Development Committee following such submission, the Joint Development Committee shall vote to approve or disapprove such agreement or agreements. If the Joint Development Committee approves such agreement or agreements, then each Party shall promptly execute and deliver such agreement or, if applicable, its respective agreement. If the Joint Development Committee fails to approve a Proposed Processing Agreement or Proposed Processing Agreements after such agreement(s) has been negotiated by the Negotiating Party, then the Party whose members of the Joint Development Committee voted to approve such final Proposed Processing Agreements or agreements may enter into a processing agreement covering the subject matter of the Proposed Processing Agreement (with such revisions as are necessary to account for only such Negotiating Party's ’s Gas Production being subject to such agreement).
(iv) Upon mutual agreement of the Parties, the Parties shall have the right, prior to September 25, 2011, to unwind the production dedication under the Processing Agreements in accordance with the terms of the Processing Agreements.
Appears in 1 contract
Transportation and Processing. (i) After the Interim Marketing Period, subject to Section 2.10(c), each Party shall be responsible for obtaining their own gathering, processing and transportation agreements with respect to their Gas Production. Prior to the end of the Interim Marketing Period and, if and to the extent required by Schedule 2.10(a), thereafter, each Party will comply with the terms of Schedule 2.10
(a) with respect to the Downstream Contracts and the Peoples Contract.
(ii) During the Interim Marketing Period and for so long thereafter as CONSOL holds any of the Downstream Contracts for the benefit of Noble pursuant to Schedule 2.10(a), Noble shall be responsible for, and shall pay in accordance with Section 7.2, all demand charges and tariffs required to be paid by CONSOL with respect to such Downstream Contracts to the extent applicable to the Assigned FT Interests. During the Interim Marketing Period, Noble shall be responsible for, and shall pay in accordance with Section 7.2, in addition to any other amounts set forth herein, in the NAESB Agreement or any related transaction confirmations, a daily reservation fee of $2,700. During the Interim Marketing Period, with respect to that amount of Noble's and its Affiliates' Gas Production that is delivered to the Texas Eastern Transmission interstate pipeline in ▇▇▇▇▇▇▇▇, West ▇▇▇▇▇▇▇▇, Green, Pennsylvania, Fayette, Pennsylvania, ▇▇▇▇▇▇▇▇▇▇▇▇, Pennsylvania, or Indiana, Pennsylvania, that is in excess of 54,000 MMBtu per day but less than 104,001 MMBtu per day (the “Excess Gas Production”), CONSOL shall purchase such Excess Gas Production under the terms of the NAESB Agreement and the related transaction confirmations at the inlet meter of the Texas Eastern Transmission interstate pipeline and, notwithstanding anything in this Section 2.10, the NAESB Agreement or any related transaction confirmation to the contrary, pay Noble and its Affiliates in respect of such Excess Gas Production as and when required under the terms of the NAESB Agreement an amount equal to (x) the first of the month Platts Inside F.E.R.C's Gas Market Report, “Price of Spot Gas 10 Delivered to Pipelines,” for deliveries at Appalachian Lebanon Hub for the calendar month in which such Excess Gas Production is so delivered multiplied by (y) the amount of Excess Gas Production delivered during such calendar month.
(iii) For purposes of flow assurance for each Party's share of Gas Production, it is the intent of the Parties to participate equally in any future processing agreements for Gas Production obtained by either Party after the Closing Date. If either Party desires to acquire additional processing capacity, then prior to entering into negotiations for a new processing agreement, such Party shall provide written notice to the Joint Development Committee, which shall include, the general deal parameters and the portion or portions of the Subject Assets within the Development Area that would be affected by such new processing agreement (a “Proposed Processing Agreement”). At the next meeting of the Joint Development Committee following such submission, the Joint Development Committee shall vote to authorize or not authorize a Party (the “Negotiating Party”) to negotiate the Proposed Processing Agreement on behalf of the Parties. Any members of the Joint Development Committee appointed by the Party (or its Affiliates) that submits a proposal for a Proposed Processing Agreement shall be deemed to have voted to authorize a Negotiating Party to negotiate the terms of a Proposed Processing Agreement on behalf of the Parties in accordance with this Section 2.10(b)(iii). If the Joint Development Committee fails to authorize a Negotiating Party to negotiate a Proposed Processing Agreement on behalf of the Parties, then the Party making the proposal to acquire additional processing capacity may enter into a processing agreement covering the subject matter of the proposal for the Proposed Processing Agreement (with such revisions as are necessary to account for only such Party's Gas Production being subject to such agreement). If the Joint Development Committee authorizes a Negotiating Party to negotiate the Proposed Processing Agreement on behalf of the Parties, then, for a period of 90 days following the date of such authorization, such Negotiating Party shall have the exclusive right to negotiate such Proposed Processing Agreement on behalf of the Parties and no other Party shall negotiate or enter into any processing agreement relating to the subject matter of such Proposed Processing Agreement; provided that if such Negotiating Party fails to negotiate such Proposed Processing Agreement within such 90-day period, then such Negotiating Party will no longer have the right to negotiate such Proposed Processing Agreement (and until it resubmits a written notice to the Joint Development Committee to obtain the Joint Development Committee's authorization of another Proposed Processing Agreement in accordance with the provisions of this Section 2.10(b)(iii)). In negotiating any Proposed Processing Agreement, the Negotiating Party shall use its commercially reasonable efforts to negotiate any processing agreement or agreements on market based terms and to negotiate separate processing agreements for each Party (with the same terms and other than revisions necessary to account for each Party's separate Gas Production). Upon completion of such negotiations, if applicable, the Negotiating Party shall submit the final Proposed Processing Agreement or agreements to the Joint Development Committee. At the next meeting of the Joint Development Committee following such submission, the Joint Development Committee shall vote to approve or disapprove such agreement or agreements. If the Joint Development Committee approves such agreement or agreements, then each Party shall promptly execute and deliver such agreement or, if applicable, its respective agreement. If the Joint Development Committee fails to approve a Proposed Processing Agreement or Proposed Processing Agreements after such agreement(s) has been negotiated by the Negotiating Party, then the Party whose members of the Joint Development Committee voted to approve such final Proposed Processing Agreements or agreements may enter into a processing agreement covering the subject matter of the Proposed Processing Agreement (with such revisions as are necessary to account for only such Negotiating Party's Gas Production being subject to such agreement).
(iv) Upon mutual agreement of the Parties, the Parties shall have the right, prior to September 25, 2011, to unwind the production dedication under the Processing Agreements in accordance with the terms of the Processing Agreements.. 11
Appears in 1 contract
Sources: Joint Development Agreement