Gatherer shall pay or
cause to be paid all taxes and assessments, if any, imposed upon Gatherer for
the activity of gathering of Shipper Gas (including any Drip Liquids allocated
to Shipper in accordance with this Agreement) and/or Shipper Injected Liquids
after receipt at the Receipt Points and prior to redelivery thereof by Gatherer
at the Delivery Points. Gatherer shall refund to Shipper any tax paid on
Shipper's behalf (a) that is successfully disputed, and (b) for which Gatherer
has actually received a refund.
Section 15.6 Exclusive Producer Purchase Right. Shipper covenants and agrees
that, during the Term applicable to each Subsystem, it shall not, without the
prior written consent of Gatherer (such consent to be given or withheld in
Gatherer's sole discretion), materially alter, modify or amend the Exclusive
Producer Purchase Right, including any contract or other arrangement forming a
part of such right (and shall not commit or agree to do so), in any manner that
would adversely affect the volumes of Gas (a) to which Shipper is entitled
pursuant to the Exclusive Producer Purchase Right, or (b) delivered to Gatherer
by Shipper hereunder.
ARTICLE 16
INDEMNIFICATION AND INSURANCE
Section 16.1 Custody and Control Indemnity. EXCEPT FOR LOSSES COVERED BY THE
INDEMNITIES IN SECTION 11.1, THE PARTY HAVING CUSTODY AND CONTROL OF GAS AND/OR
INJECTED LIQUIDS, AS APPLICABLE, UNDER THE TERMS OF SECTION 11.2 SHALL BE
RESPONSIBLE FOR AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER
PARTY AND SUCH OTHER PARTY'S GROUP FROM AND AGAINST EACH OF THE FOLLOWING:
(A) ANY LOSSES ASSOCIATED WITH ANY PHYSICAL LOSS OF SUCH GAS AND/OR INJECTED
LIQUIDS (OTHER THAN SYSTEM FUEL AND LOSSES), INCLUDING THE VALUE OF SUCH LOST
GAS AND/OR INJECTED LIQUIDS, AND (B) ANY DAMAGES RESULTING FROM THE RELEASE OF
ANY SUCH GAS AND/OR INJECTED LIQUIDS; PROVIDED, HOWEVER, THAT NO INDEMNIFIED
PERSON OR A MEMBER OF SUCH INDEMNIFIED PERSON'S GROUP SHALL BE ENTITLED TO
INDEMNIFICATION PURSUANT TO THIS Section 16.1 WITH RESPECT TO ITS OWN NEGLIGENCE
OR WILLFUL MISCONDUCT.
Section 16.2 Shipper Indemnification. SUBJECT TO Section 16.1, SHIPPER AGREES TO
AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS GATHERER, AND GATHERER'S
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARENT, AFFILIATES AND SUBSIDIARIES,
(ALL OF THE FOREGOING, THE "Gatherer Group") FROM AND AGAINST ALL LOSSES WHICH
IN ANY WAY RESULT FROM ANY OF THE FOLLOWING: (A) THE OWNERSHIP, DESIGN,
CONSTRUCTION, MAINTENANCE OR OPERATION OF SHIPPER'S FACILITIES; PROVIDED,
HOWEVER,
36
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR
THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT
THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).
THAT NO MEMBER OF THE GATHERER GROUP SHALL BE ENTITLED TO INDEMNIFICATION
PURSUANT TO THIS SECTION 16.2 WITH RESPECT TO THE NEGLIGENCE OR WILLFUL
MISCONDUCT OF ANY MEMBER OF THE GATHERER GROUP, (B) ANY SHIPPER GAS AND/OR
SHIPPER INJECTED LIQUIDS, AS APPLICABLE, DELIVERED INTO THE GATHERING SYSTEM
THAT DO NOT MEET EACH OF THE APPLICABLE QUALITY SPECIFICATIONS SET FORTH