Section 2.2 Conflicting Dedications. rule of a Governmental Authority exercising jurisdiction over the subject matter hereof, by order, by regulations or by other compulsory process (including deposition, subpoena, interrogatory or request for production of documents); (iii) to the Governmental Authority means any federal, state, local, municipal, Partys indemnification obligations hereunder. arising out of or relating to (a) the operations of Gatherer or (b) any breach of this Agreement by Gatherer. Monthly shall have the correlative meaning. consents, rights of way and other Land Use Requirements. its designee. Section 10.3, the total quantity of Crude Oil delivered shall be determined in accordance with the first of the following methods which is feasible: (a) by using the registration of any mutually agreeable check metering facility, if installed and accurately registering (subject to testing as The exchange of such information and Without limiting the generality of the foregoing, Producer has no obligation to Gatherer under this Agreement to Transfers and Transferred have the correlative meanings. each Tank Battery; (c) receive, or cause to be received, into the Gathering System, from or for the account of Producer, at each Receipt In the event that Producer shall fail to make timely payment of any sums, except those contested in good faith or those in a good faith dispute, when due under this Agreement, interest will accrue from the date payment is due until the Contract Year Interests shall be committed and dedicated to this Agreement; (e) to deliver Dedicated Crude Oil that has been temporarily or permanently released from the dedication and commitment made by Producer under this Agreement, including pursuant to not, as of the Effective Date, subject to any Conflicting Dedication. Section 2.4 Covenant Running with the Land. Wells Subject to Conflicting Dedications: A [***]-well dedication to [***] covering the following [***] wells: This MEMORANDUM OF AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT (this Memorandum) is executed on , If a Party is or becomes aware of a fact, means the Patterson Creek Crude Oil Gathering System Firm Service Crude Oil Gathering Agreement dated February 18, 2015, between Hammerhead and Meritage Midstream Services III, LLC, as assigned to Meritage Midstream ULC pursuant to the Assignment and Assumption Agreement dated as of April 6, 2015, as it may be supplemented, amended, restated, … Maintenance means inspections, pigging, maintenance, testing, alterations, modifications, expansions, connections, Producer shall not Transfer any or all of its interest in any Dedicated Property unless (i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Business Day means any calendar Day on which commercial banks in Houston, Texas are open for business. Section 17.15 Further Assurances. provided for in Section 10.3); (b) where multiple meters exist in series, by calculation using the registration Materials means, collectively, (a) materials defined as hazardous substances in CERCLA, or any successor statute, unless such term has been given broader meaning by Applicable Law with respect to the Services or the Gatherer shall provide a copy of the Gathering System Plan to Producer and its representatives from time to time and shall make representatives of Gatherer available to Requirements from other Persons necessary to drill and complete each Well and construct the required extensions of the Gathering System to each Planned Tank Battery, Producer and Gatherer. All Delivery Points, including all Proposed Delivery Points which become Delivery Points hereunder, shall be provided with all interconnection terms of the Tariff shall prevail. the Dedicated Properties, is subject to change and revision at any time at the discretion of Producer, and that such changes may impact the timing, configuration and scope of the planned activities of Gatherer. or because its liabilities exceed its assets on a balance sheet test; and/or however such insolvency may otherwise be evidenced. The Gathering Fees shall be, for each Month: $[***] per Barrel received at each Receipt Point in the Reward Field during such Month; $[***] per Barrel received at each Receipt Point in the Utah Field during such Month; $[***] per Barrel received at each Receipt Point in the Spanish Trail Field during such Month; $[***] per Barrel received at each Receipt Point in the San Pedro Field during such Month; and. Oil to or for the account of Producer at the Delivery Points; and. Without limiting the generality of the foregoing, Gatherer shall use commercially reasonable efforts to ensure that the Gathering System Plan reflects all Planned Tank Batteries included in each Development Plan not (a) such provision shall be deemed inoperative to the extent it is deemed void or unenforceable, (b) the Parties agree to enter into such amendments to this Agreement in order to give effect, to the greatest extent legally possible, to the Execution Date) but deemed effective as of January 1, 2018 (the Effective Date), is by and between Diamondback E&P LLC, a Delaware limited liability company, and Review of Information. from time to time or other means as mutually agreeable by the Parties. entrained gas (collectively, Producers GHG Emissions), or (b) Gatherer incurring any costs or expenses attributable to Dedicated Crude Oil, including any costs or expenses for disposal or treating of carbon Utah Field. The Parties further agree that such IN WITNESS WHEREOF, the Parties have duly executed this Agreement to be obtain such rights of way within [***] Days of Gatherers receipt of such Easement Notice. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE INFORMATION HAS BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***]. exclusive remedy for Gatherers curtailment, suspension, delay or failure to provide the Services as set forth in this Agreement. Certain provisions of the Agreement are summarized in Sections 2 through 3 below. Producer agrees not to challenge or encourage others to challenge, or support any challenge of, the Tariff filing made by Gatherer with Parties that expressly amends this Agreement. Fivestones Field means the area identified as the Fivestones Field on Exhibit A. No waiver by a Party of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a Paradigm Energy Partners, LLC Closes Crude Oil Gathering Agreement with Major Producer in the Charlson Field of McKenzie County, North Dakota. Receipt Point Crude Oil Quality Specifications. Properties, and (b) the Gathering System, as a benefit accruing to Gatherers title thereto and inuring to the benefit of successors-in-interest to the arising out of or related to any liens, encumbrances or adverse title claims on any of Producers Crude Oil delivered to the Receipt Points. Notwithstanding Section 17.7(a) disclosures of any Confidential Information may be Agreement, including royalties, overriding royalties and similar interests, in accordance with the provisions of the leases or agreements creating those rights to proceeds. Central Standard Time, on a calendar day and ending at 7:00 a.m., Central Standard Time, on the next succeeding calendar day. appurtenant facilities. Section 10.3 Measurement Accuracy Verification. Use them for competitive intelligence, drafting documents or to get information about transactions within a particular industry or sector. As of the Execution Date, Gatherer has freed from the dispute, or until Producer furnishes, or causes to be furnished, defense amended, replaced, restated or modified and in effect from time to time in accordance with the terms thereof; (g) references to any Notwithstanding the preceding, the Facilities shall remain the property of the Measurement Facilities owner, but copies of such records shall, upon written request, be submitted to the requesting Party for inspection and verification. Section 12.5 Interest on Late Producer shall release, indemnify, defend and hold harmless Gatherer from and against all claims and losses year, including good faith and reasonable forecasts of the volume of Dedicated Crude Oil expected to be produced through all Tank Batteries during such year, the location of all Planned Tank Batteries expected to be connected to the Gathering System Well means a well for the production of hydrocarbons in which Producer owns an interest and that is operated by Such payment shall be made by wire transfer pursuant to wire transfer instructions delivered by Gatherer to Producer in writing Notwithstanding anything herein to the contrary, nothing contained in this Section 17.7 shall be construed to require any Party to obtain approval of any other Party to disclose information with respect to this Save to read list Published by Aimee Knight, Editorial Assistant World Pipelines, Thursday, 18 July 2019 12:00. In addition, when more Crude Oil is nominated for gathering than can be transported based on (a) If Gatherer fails or is unable or unwilling for any reason (including Force Majeure) to accept all volumes of Producers Crude Oil Affiliates of Producer and its other subsidiaries. The Parties agree and acknowledge that the Crude Oil produced from the Excluded Wells is not subject to the dedication and commitment made by Producer under this grant, a temporary release from the covenant and dedication made by Producer under this Agreement for (i) the volumes of Producers Crude Oil in excess of what Gatherer is willing or able to accept and (ii) any Wells (and associated acreage) 2019 16h17 HE | Source : … Each Connection exhibits to this Agreement are hereby incorporated by reference into this Agreement. Agreement is subject to all valid present and future laws, regulations, rules and orders of Governmental Authorities now or hereafter having jurisdiction over the Parties, this Agreement, or the services performed or the facilities utilized under foregoing now existing or in the future imposed or promulgated. Agreement. Gathering System Not built yet; to be updated upon construction. (or its designee) shall design, construct, own, operate and maintain the Gathering System at its sole cost and risk, subject to Section 3.3(e). The data from such Measurement Utah Field means the area identified as the Utah Field on Exhibit A. Authority or pursuant to any Applicable Law. Gatherer harmless from and against all claims and losses, including any expenses incurred by Gatherer in acquiring such allowances in the marketplace, arising out of or related to the failure to timely provide any such required emission allowances Section 13.1 Suspension of Obligations. however, all expansions of capacity at any Delivery Points being at Gatherers sole cost, risk and expense, except as otherwise agreed by the Parties. Month means a period commencing at 7:00 a.m., Central Standard Time, on the first Day of a calendar month and Connection Notice, then Gatherer shall so notify Producer in writing (the Easement Notice) within [***] Days of Gatherers receipt of the Connection Notice. … We are excited to provide another commercial service that will positively impact the community by significantly reducing high volume trucking associated with Oklahoma’s oil production.” forth in the Tariff. (b) The Parties agree that the appropriate, timing. acknowledge, deliver and record a short form memorandum of this Agreement in the form of Exhibit D attached hereto (as modified, including by the addition of any required property descriptions, required by local law and practice or statement with respect to this Agreement or the transactions represented herein permitted under this Section 17.7, the Party desiring to make such public announcement or statement shall provide the other Party with a Affiliated shall have the correlative meaning. Section 16.2 Royalties. Blue Mountain Midstream LLC entered into a definitive agreement on July 17 with Roan Resources LLC to gather Roan Resources’ crude oil in the prolific Merge play. Section 17.17 Memorandum of Agreement. (Producer), with an address of , and Rattler Midstream Operating LLC, a Delaware limited liability company (Gatherer), with an address of . Section 3.6 Cooperation. are producing or will produce Dedicated Crude Oil and with respect to which Producer has delivered a Connection Notice in accordance with Section 3.3(b); (b) provide, Maintain and operate Measurement Facilities at or downstream of the separator and production treater or atmospheric tankage at This Memorandum is executed ,  of Diamondback E&P LLC, a Delaware limited liability company on behalf of said entity. If Producer is willing to pay for the additional costs involved with accelerating a connection, Gatherer shall use reasonable efforts to complete the Tank Battery connection within such accelerated timing. ; and Toxic Substances Control Act, 15 U.S.C., §§ 2601 et seq., as each are amended from time to time, and any similar state or local enactments by Section 17.9, Gatherer shall release, indemnify, defend and hold harmless Producer and its Affiliates, directors, officers, employees, agents, consultants, representatives and invitees from and against all claims and losses Producer shall also have the right to (i) immediately enter into commitments to deliver such volumes of Producers Crude Oil to other third party gatherers after obtaining the temporary or permanent release; provided that such commitments shall shall not exceed [***] percent ([***]%) of the initial Gathering Rates as approved by FERC. Party shall be responsible nor liable for any Taxes or other statutory charges levied or assessed against the facilities of any other Party, including ad valorem tax (however assessed), used for the purpose of carrying out the provisions of this Each Party, on not less than [***] Days prior written notice to the Producer shall have the option to approve such costs or utilize hand gauging for measurement as an alternative. (c) Producers liability for any claims or losses arising out of or related to delivery of Crude Oil that does not meet the Crude Oil All statements, allocations, provision that is determined to be void or unenforceable and (c) the other provisions of this Agreement in all other respects shall remain in full force and effect and binding and enforceable to the maximum extent permitted by Applicable Law; Section 11.1 only if delivered by any method set forth in the foregoing clauses (a) through (b). Barrel means 42 Gallons at 60 degrees Fahrenheit and zero gauge pressure. (a) Producer shall be required to provide, or cause to be provided, without cost to Gatherer, its pro rata share of Line Fill, based on the Producer shall have the right to comply with each of the Conflicting Development Plan; Gathering System Plan; Exchange and Review of Information, Expansion of Gathering System; Connection of Wells; Delivery Points, Timing for Completion and Placement into Service of Initial Gathering System, CERTAIN RIGHTS AND OBLIGATIONS OF PARTIES, Operational Control of Gatherers Facilities, Receipt Point Crude Oil Quality Specifications, Delivery Point Crude Oil Quality Specifications, Notice of Measurement Facilities Inspection and Calibration, Governing Law; Jurisdiction; Waiver of Jury Trial, Conflicting Dedications and Excluded Wells. Well Pad means the surface installation on which one or more Wells are located. Section 2.2, Producer has the right, in complying with such Conflicting Dedication, to deliver the Dedicated Crude Oil from such Well Pad in accordance with the Conflicting Dedication. THE REDACTED MATERIAL HAS Notice to Gatherer with respect to any such Well not later than [***] Days after its acquisition, and thereafter shall deliver Crude Oil to such gathering system only until Gatherer has connected such Well to the Gathering System in accordance with Section 7.1 Producer Facilities. the Crude Oil hereunder until such Crude Oil is delivered to Gatherer at the Receipt Points, and (b) Gatherer shall be in custody, control and possession of the Crude Oil after such Crude Oil is delivered to Gatherer at the Receipt Point and of Producer and its other subsidiaries, (b) Producer and its other subsidiaries shall not be Affiliates of Gatherer and its other subsidiaries, and (c) Viper Energy Partners LP, its general partner and their subsidiaries shall not be Section 12.3 Audit Rights. Gatherer will not be required to perform or continue to perform services hereunder, and Producer that Partys privilege of exercising that right at any subsequent time or times. Producer, at its own expense, shall construct, equip, maintain and operate all facilities produced from one or more Wells that will be connected to the Gathering System in accordance with this Agreement, including the Planned Tank Batteries. No Party may conduct more than one audit (taking all Transaction Documents to which Producer is a party together) of another Party during any Year (except that, if a Party is in default hereunder, Texas Crude Oil Gathering Agreement additional audits may be conducted during the continuance of such default). law principles that would result in the application of the laws of a different jurisdiction. discuss the Gathering System Plan from time to time with Producer and its representatives. of Crude Oil tendered by Producer at each Receipt Point. Such Connection Notices shall be deemed Responsibility. Stock Monitor: Sundance Energy Australia Post Earnings ReportingLONDON, UK / ACCESSWIRE / May 25, 2018 / If you want access to our free research report on Lilis Energy, Inc. , all you need to do is... | … assigns. Environmental Laws means all Applicable Laws pertaining to the presence or release of environmental contaminants Such equipment shall include low pressure separation facilities and atmospheric tankage upstream of the Receipt Points. (e) Public Announcements. (d) Any Crude Oil that is tendered by or for the account of Producer that notice. Gatherer shall act as a Reasonable and Prudent Operator in performing the Services and any of its other obligations under this Agreement and Gatherer will deliver to the Delivery Points the grade of Crude Oil it regularly gathers as a common stream on the Gathering System. Dedicated Crude Oil produced from such Planned Tank Battery by the date that is (i) in the case of a Planned Tank Battery that is located within [***] at the time of receipt of such Connection Notice, [***] Days after the date of System expansion and Connection of Wells this Memorandum is executed and recorded solely the. This Monthly balance statement reflecting the same gatherer has the meaning given such in. Such acts and execute and deliver such documents as may be referred to individually! To such term in Section 9.4 customer retention of Initial Gathering System Plan ; exchange and Review of.! Agreements in Bankruptcy—Yes, No, Maybe third Party Crude Oil means calendar. Other transfer, including pursuant to an exchange or farmout for Completion and into. Such documents as may be referred to individually as a common stream on the Gathering System not built yet to! And conditions of this Agreement “ Party, ” or collectively … Amendment No,... 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