to enter into
this Agreement for all right, title and interest in certain production of Gas
produced from the Area of Dedication and the Reserve Commitment Area for which
it desires to have Gathering Services performed; and
WHEREAS, Gatherer owns and operates the Gathering Facilities located in the
vicinity of the Area of Dedication and Reserve Commitment Area and desires to
perform such Gathering Services for Owner in the manner provided for herein; and
WHEREAS, the Parties have agreed that Owner shall deliver Gas to Gatherer at the
Receipt Point(s) and Gatherer shall redeliver Equivalent Quantities of Gas, less
Owner's pro-rata share of Fuel and Lost and Unaccounted for Gas, to Owner or its
Authorized Representative at the Delivery Point(s) in accordance with the terms
and conditions set forth herein; and
WHEREAS, terms not defined herein are as defined in the General Terms and
Conditions attached hereto:
NOW, THEREFORE, in consideration of the representations, covenants, and
conditions herein contained, Gatherer and Owner hereby agree as follows:
ARTICLE I
OWNER'S OBLIGATIONS
1.1
DEDICATION OF GAS. OWNER HEREBY DEDICATES
AND AGREES TO DELIVER FOR GATHERING SERVICES UNDER THE TERMS AND CONDITIONS
HEREOF ALL OF OWNER'S RESERVES PRODUCED NOW OR IN THE FUTURE FROM THE AREA OF
DEDICATION AND THE RESERVE COMMITMENT AREA FOR THE TERM OF THIS AGREEMENT.
1.2
AFTER-ACQUIRED INTERESTS. IF OWNER ACQUIRES
ANY INTEREST IN GAS WITHIN THE RESERVE COMMITMENT AREA SUBSEQUENT TO THE DATE OF
THIS AGREEMENT (THE "AFTER-ACQUIRED INTERESTS"), SUCH AFTER-ACQUIRED INTERESTS
WILL LIKEWISE BE DEDICATED TO THIS AGREEMENT IN ACCORDANCE WITH SECTION 1.1,
PROVIDED, HOWEVER, IF SUCH AFTER-ACQUIRED INTERESTS ARE ALREADY DEDICATED TO
GATHERING AND/OR COMPRESSION SERVICES BY A THIRD-PARTY BY AGREEMENT ON THE DATE
OF ACQUISITION BY OWNER, THEN AT THE OPTION OF OWNER, IN ITS
SOLE DISCRETION, SUCH AFTER-ACQUIRED INTERESTS SHALL BECOME DEDICATED HEREUNDER
AT THE END OF ANY PRIMARY TERM UNDER PRIOR AGREEMENT, OR UPON SUCH EARLIER DATE
AS OWNER MAY HAVE ANY RIGHT OR OPTION TO TERMINATE SUCH PRIOR AGREEMENT.
1.3
OWNER REPRESENTATION AND WARRANTIES. OWNER
WARRANTS THAT IT HOLDS TITLE TO, CONTROLS OR IS THE AGENT WITH THE AUTHORITY TO
ENTER INTO THIS AGREEMENT FOR ALL OF OWNER'S RESERVES, FREE AND CLEAR OF ALL
COMMITMENTS, INCLUDING WITHOUT LIMITATION, ANY DEDICATION OF SUCH GAS FOR USE IN
INTERSTATE COMMERCE OR SUBJECT TO THE JURISDICTION OF THE FEDERAL ENERGY
REGULATORY COMMISSION. OWNER AGREES TO TAKE NO ACTION, DIRECTLY OR INDIRECTLY,
THAT WOULD SUBJECT THE GATHERING SERVICES OR ANY PORTION THEREOF TO THE
JURISDICTION OF THE FEDERAL ENERGY REGULATORY COMMISSION OR ANY SUCCESSOR
AUTHORITY UNDER THE NATURAL GAS ACT. OWNER REPRESENTS THAT GAS DELIVERED
HEREUNDER SHALL MEET THE SPECIFICATIONS. OWNER SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS GATHERER FROM ANY AND ALL LOSS, COST, EXPENSE AND CLAIMS ARISING FROM
OR OUT OF A MATERIAL BREACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED
HEREIN.
1.4
OWNER'S RESERVATIONS. OWNER RESERVES THE
FOLLOWING RIGHTS AND QUANTITIES OF GAS NECESSARY TO SATISFY SAME AS DETERMINED
BY OWNER IN ITS SOLE AND REASONABLE DISCRETION ("OWNER'S RESERVATIONS"):
A.
TO OPERATE AS A