Common use of Uneconomic Operation Clause in Contracts

Uneconomic Operation. Notwithstanding Section 10.1, if at any time the MLP determines, in its sole discretion and whether or not based upon a recommendation by Atlas America, that continued operation of all or any part of the Gathering System is not economically justified, the MLP may cease receiving Resource Entities' Gas from the relevant part of the Gathering System and terminate this Agreement as to such part of the Gathering System (the "Terminated System) by giving at least ninety (90) days' notice to the Resource Entities. In such event, and concurrently with such notice, the MLP shall offer the Resource Entities the right to purchase the Terminated System from the MLP for $10.00. The Resource Entities shall exercise such right on or before sixty (60) days after receipt of the termination notice. The Resource Entities shall be responsible for all costs and expenses related to such purchase, including filing fees, and such purchase shall be without recourse, representation or warranty. Closing on the purchase shall be on the day specified in the termination notice as the termination date. If the Terminated System is acquired by the Resource Entities and remains connected to any other portion of the Gathering System, the Resource Entities shall have the right to deliver natural gas from the Terminated System to the Gathering System, and this Agreement shall continue in effect with respect to the natural gas so delivered by the Resource Entities.