Common use of Acknowledgments and Agreements Clause in Contracts

Acknowledgments and Agreements. Gatherer and Acquirer (i) acknowledge that Gatherer has provided to Acquirer a copy of the GGA (excluding the exhibits and schedules thereto that do not relate to the Acquired System); (ii) acknowledge that the term of the GGA commenced on September 30, 2009 and, unless terminated sooner in accordance with its terms, continues in effect through September 30, 2029 (the “Primary Term”) and continues in effect from 12-month period to 12-month period thereafter, unless terminated by Producers or Gatherer upon notice to the other no less than 6 months prior to the end of the Primary Term or any 12-month period thereafter, as applicable; (iii) acknowledge that the Acquired System is a part of a Gathering System; (iv) acknowledge Producers’ rights to have Producers’ Gas connected to, received by, gathered, compressed, dehydrated, treated and processed, as applicable, and redelivered to Producers on and over the Gathering System, on and subject to the terms and conditions provided in the GGA; and (v) agree that Producers, the successors and permitted assigns of Producers under the GGA, and any Persons who acquire any interest in the Dedicated Xxxxxxx Properties and enter into a separate gas gathering agreement pursuant to Section 9.3(a) of the GGA covering any part of the Acquired System (collectively, the “Producer Parties”) shall have the rights referenced in clause (iv) above in respect of the Acquired System. Acquirer agrees that if Acquirer sells, transfers or otherwise disposes of an interest in or all or any part of the Acquired System during the term of the GGA, Acquirer shall execute (and shall cause the Person acquiring such interest or part to execute) an acknowledgment substantially in the same form and content as this Acknowledgment and otherwise acceptable to Producers, acting reasonably.

Acknowledgments and Agreements. Gatherer and Acquirer (i) acknowledge that Gatherer has provided to Acquirer a copy of the GGA (excluding the exhibits and schedules thereto that do not relate to the Acquired System); (ii) acknowledge that the term of the GGA commenced on September November 30, 2009 2010 (the “Effective Date”) and, unless terminated sooner in accordance with its terms, continues in effect through September 30December 31, 2029 2020 (the “Primary Term”) and continues in effect from 12-month period year to 12-month period year thereafter, unless terminated by Producers or Gatherer upon notice to the other no less than 6 months prior to the end of the Primary Term or any 12-month period year thereafter, as applicable; (iii) acknowledge that the Acquired System is a part of a the Springridge Gathering System; (iv) acknowledge Producers’ rights to have Producers’ Gas connected to, received by, gathered, compressed, dehydrated, treated and processed, as applicable, and redelivered to Producers on and over the Springridge Gathering System, on and subject to the terms and conditions provided in the GGA; and (v) agree that Producers, the successors and permitted assigns of Producers under the GGA, and any Persons who acquire any interest in the Dedicated Xxxxxxx Properties and enter into a separate gas gathering agreement pursuant to Section 9.3(a) of the GGA covering any part of the Acquired System (collectively, the “Producer Parties”) shall have the rights referenced in clause (iv) above in respect of the Acquired System. Acquirer agrees that if Acquirer sells, transfers or otherwise disposes of an interest in or all or any part of the Acquired System during the term of the GGA, Acquirer shall execute (and shall cause the Person acquiring such interest or part to execute) an acknowledgment substantially in the same form and content as this Acknowledgment and otherwise acceptable to Producers, acting reasonably.

Acknowledgments and Agreements. Gatherer and Acquirer (i) acknowledge that Gatherer has provided to Acquirer a copy of the GGA (excluding the exhibits and schedules thereto that do not relate to the Acquired System); (ii) acknowledge that the term of the GGA commenced on September 30February 1, 2009 2010 (the “Effective Date”) and, unless terminated sooner in accordance with its terms, continues in effect through September 30, 2029 (the “Primary Term”) and continues in effect from for successive 12-month period to 12-month period periods thereafter, unless terminated by Producers or Gatherer upon notice to the other no less than 6 months prior to the end of the Primary Term or any 12-month period thereafter, as applicable; (iii) acknowledge that the Acquired System is a part of a Xxxxxxx Gathering System; (iv) acknowledge Producers’ rights to have Producers’ Gas connected to, received by, gathered, compressed, dehydrated, treated and processed, as applicable, and redelivered to Producers on and over the Xxxxxxx Gathering System, on and subject to the terms and conditions provided in the GGA; and (v) agree that Producers, the successors and permitted assigns of Producers under the GGA, and any Persons who acquire any interest in the Dedicated Xxxxxxx Properties and enter into a separate gas gathering agreement pursuant to Section 9.3(a) of the GGA covering any part of the Acquired System (collectively, the “Producer Parties”) shall have the rights referenced in clause (iv) above in respect of the Acquired System. Acquirer agrees that if Acquirer sells, transfers or otherwise disposes of an interest in or all or any part of the Acquired System during the term of the GGA, Acquirer shall execute (and shall cause the Person acquiring such interest or part to execute) an acknowledgment substantially in the same form and content as this Acknowledgment and otherwise acceptable to Producers, acting reasonably.

Acknowledgments and Agreements. Gatherer Each Borrower hereby unconditionally acknowledges, affirms, and Acquirer agrees that: (a) as of the close of business on July 30, 2004, (i) acknowledge that Gatherer has provided to Acquirer a copy the outstanding amount of Advances under the GGA (excluding the exhibits Loan Documents is $4,341,090.86 and schedules thereto that do not relate to the Acquired System); (ii) acknowledge that the term Letter of Credit Usage is $10,658,663.15; (b) Borrowers are obligated to repay the Advances referred to in clause (a)(i) of this Section 8 without defense, offset, deduction or credit of any kind or nature whatsoever; (c) no Borrower has any Claims (as defined below) against Lender in respect of any matter relating to or arising under this Forbearance Agreement or any of the GGA commenced Loan Documents or any of the transactions contemplated hereby or thereby; (d) nothing in this Forbearance Agreement shall create a contractual restriction on September 30Lender that would restrict Lender from assigning or participating all or any portion of the Obligations under the terms and conditions of the Loan Agreement; (e) except as specifically set forth in this Forbearance Agreement, 2009 Lender has not waived, forborne, modified, or otherwise agreed not to exercise any rights or remedies available to it under the Loan Documents or this Forbearance Agreement; (f) on and as of the Effective Date, the Specified Defaults have occurred and are continuing and, unless terminated sooner as a result thereof, Lender is entitled to declare all outstanding obligations of Borrowers under or in accordance with its terms, continues in effect through September 30, 2029 (the “Primary Term”) and continues in effect from 12-month period to 12-month period thereafter, unless terminated by Producers or Gatherer upon notice to the other no less than 6 months prior to the end respect of the Primary Term or any 12-month period thereafterLoan Documents to be due and payable and are entitled to exercise all of the rights and remedies available under the Loan Documents and applicable law, as applicable; (iii) acknowledge that the Acquired System is a part of a Gathering System; (iv) acknowledge Producers’ rights to have Producers’ Gas connected to, received by, gathered, compressed, dehydrated, treated and processed, as applicable, and redelivered to Producers on and over the Gathering System, on and subject to the terms of this Forbearance Agreement, and conditions provided none of the Specified Defaults have been cured by Borrowers or waived by Lender; (g) the Loan Agreement and each of the other Loan Documents are and shall continue to be in the GGA; full force and effect and are hereby in all respects ratified and confirmed; (vh) agree that Producers[Intentionally Omitted]; (i) it shall not contest or challenge, or cause or encourage, directly or indirectly, any person, at any time, to contest or challenge, the successors validity, priority, enforceability, or perfection of any lien or security interest granted in connection with the Loan Documents; (j) it has thoroughly read and permitted assigns of Producers under the GGAreviewed, clearly understands, and fully and unconditionally consents to the terms and provisions of this Forbearance Agreement, that it has had the full benefit and advice of counsel of its own selection, or the opportunity to obtain the benefit and advice of counsel of its own selection, in regard to the negotiation, drafting, execution, and effectiveness of this Forbearance Agreement, and that it has relied on no other representations, either written or oral, express or implied, made to it by any Persons who acquire other party hereto; (k) the forbearance set forth herein is strictly limited to the Specified Defaults and such forbearance shall not apply to any interest in the Dedicated Xxxxxxx Properties and enter into a separate gas gathering agreement pursuant to Section 9.3(aother past, present or future violation or violations (whether known or unknown) of the GGA covering any part provision of the Acquired System Loan Agreement or any of the other Loan Documents; and (collectivelyl) the failure of Lender to exercise any right, privilege, or remedy as a result of any such violations shall not, directly or indirectly, in any way whatsoever (i) impair, prejudice, or otherwise adversely affect such Lender’s right at any time to exercise any right, privilege or remedy in connection with the “Producer Parties”Loan Agreement or any of the other Loan Documents or any other contract, agreement, or instrument, (ii) shall have amend or alter any provision of the rights referenced in clause Loan Agreement or any of the other Loan Documents or any other agreement, contract, or instrument, or (iviii) above constitute any course of dealing or other basis for altering any of the obligations of Borrowers under or in respect of the Acquired System. Acquirer agrees that if Acquirer sells, transfers or otherwise disposes of an interest in or all Loan Documents or any part rights, privileges, or remedies of Lender under the Acquired System during Loan Agreement and the term of the GGAother Loan Documents or such other agreement, Acquirer shall execute (and shall cause the Person acquiring such interest contract, or part to execute) an acknowledgment substantially in the same form and content as this Acknowledgment and otherwise acceptable to Producers, acting reasonablyinstrument.

Acknowledgments and Agreements. Gatherer (a) EPOP hereby advises Seller that Xxxxxx Holdings has merged with and Acquirer (i) into EPOP, with EPOP surviving the merger. Seller and EPOP acknowledge and agree that Gatherer has provided to Acquirer a copy from and after the effective time of the GGA (excluding the exhibits and schedules thereto that do not relate to the Acquired System); (ii) acknowledge that the term of the GGA commenced on September 30, 2009 and, unless terminated sooner in accordance with its terms, continues in effect through September 30, 2029 (the “Primary Term”) and continues in effect from 12-month period to 12-month period thereafter, unless terminated by Producers or Gatherer upon notice to the other no less than 6 months prior to the end of the Primary Term or any 12-month period thereaftermerger EPOP, as applicable; (iii) acknowledge that the Acquired System is a part of a Gathering System; (iv) acknowledge Producers’ rights successor by merger to have Producers’ Gas connected toXxxxxx Holdings, received by, gathered, compressed, dehydrated, treated and processedshall be deemed for all purposes under the Purchase Agreement, as applicableamended hereby, to be “Purchaser” thereunder and hereunder, and redelivered to Producers on and over the Gathering SystemPurchase Agreement, on and subject to the terms and conditions provided in the GGA; and (v) agree that Producers, the successors and permitted assigns of Producers under the GGA, and any Persons who acquire any interest in the Dedicated Xxxxxxx Properties and enter into a separate gas gathering agreement pursuant to Section 9.3(a12.10 thereof, shall be binding upon and inure to the benefit of EPOP as the successor to Xxxxxx Holdings. (b) Seller, EPOP and Xxxxxx Gathering agree that from and after the effective time of this Amendment, all references to “Purchaser” in the GGA covering any part of Purchase Agreement, as amended hereby, shall refer to Xxxxxx Gathering insofar as, and only to the Acquired System (collectivelyextent that, the “Producer Parties”) shall have use of such term in the Purchase Agreement, as amended hereby, relates to the rights referenced in clause (iv) above and obligations of Purchaser in respect of the Acquired System. Acquirer agrees that if Acquirer sellsAGC Assets and the Assumed AGC Obligations. (c) Seller, transfers or otherwise disposes of an interest in or all or any part EPOP and Xxxxxx Gathering agree that, notwithstanding Section 12.19 of the Acquired System during Purchase Agreement, EPOP and Xxxxxx Gathering shall be deemed to be express signatories and parties to the term Purchase Agreement, as amended hereby. (d) EPOP and Xxxxxx Gathering acknowledge and agree that they have no objection to the timing of the GGA, Acquirer delivery by Seller of the Material Contracts delivered by Seller to Purchaser pursuant to Section 7.17 of the Purchase Agreement and no adjustment to the Purchase Price shall execute (and shall cause be required pursuant to Section 7.16 of the Person acquiring such interest or part to execute) an acknowledgment substantially in the same form and content as this Acknowledgment and otherwise acceptable to Producers, acting reasonablyPurchase Agreement.

Acknowledgments and Agreements. Gatherer The Company and Acquirer (i) acknowledge that Gatherer has provided to Acquirer a copy each of the GGA (excluding the exhibits Guarantors hereby unconditionally acknowledges, affirms, and schedules thereto that do not relate to the Acquired System); (ii) acknowledge that the term agrees that, as of the GGA commenced Effective Date: (a) the outstanding amount of the principal owing by the Company and Guarantors under the Indenture Documents is $161,774,000, plus accrued and unpaid interest thereon, as provided in the Indenture Documents; (b) the Company and the Guarantors are obligated to repay all of the indebtedness referred to in clause (a) of this Section 8, and all other obligations under and in respect of the Indenture Documents, in each case without defense, offset, deduction or credit of any kind or nature whatsoever, whether matured or contingent, related or unrelated; (c) neither the Company nor any of the Guarantors has any Claims (as defined below) against the Trustee or any of the holders of the Notes in respect of any matter relating to or arising under this Forbearance Agreement or any of the Indenture Documents or any of the transactions contemplated hereby or thereby; (d) nothing in this Forbearance Agreement shall create a contractual restriction on September 30the Signing Holders, 2009 andor any of them, unless terminated sooner that would restrict them from trading in any Notes that each Signing Holder would otherwise be entitled to trade in accordance with its termsapplicable law; (e) except as specifically set forth in this Forbearance Agreement, continues in effect through September 30neither the Signing Holders nor the Trustee has waived, 2029 forborne, modified, or otherwise agreed not to exercise any rights or remedies available to it under the Indenture Documents or this Forbearance Agreement; (the “Primary Term”f) on and continues in effect from 12-month period to 12-month period thereafter, unless terminated by Producers or Gatherer upon notice to the other no less than 6 months prior to the end as of the Primary Term or any 12-month period thereafterEffective Date, the Specified Defaults have occurred and exist, and, as applicable; (iii) acknowledge that a result thereof, the Acquired System is a part Trustee and the requisite holders of a Gathering System; (iv) acknowledge Producers’ the Notes under the Indenture Documents may be entitled to declare all outstanding obligations of the Company and the Guarantors under or in respect of the Indenture Documents to be due and payable and are entitled to exercise all of the rights to have Producers’ Gas connected toand remedies available under the Indenture Documents and applicable law, received by, gathered, compressed, dehydrated, treated and processed, as applicable, and redelivered to Producers on and over the Gathering System, on and subject to the terms of this Forbearance Agreement, and conditions provided none of the Specified Defaults have been cured by the Company or the Guarantors or have been waived by the Trustee or any of the holders of the Notes; (g) the Indenture and each of the other Indenture Documents are and shall continue to be in the GGA; full force and effect and are hereby in all respects ratified and confirmed; (vh) agree that Producersit shall not contest or challenge, at any time, or cause or encourage, directly or indirectly, any person, at any time, to contest or challenge, the successors and permitted assigns validity, priority, enforceability, or perfection of Producers under any lien or security interest granted in connection with the GGACredit Facility, the Eligible Credit Facility, and the Indenture Documents; (i) it has thoroughly read and reviewed, clearly understands, and fully and unconditionally consents to the terms and provisions of this Forbearance Agreement, that it has had the full benefit and advice of counsel of its own selection, or the opportunity to obtain the benefit and advice of counsel of its own selection, in regard to the negotiation, drafting, execution, and effectiveness of this Forbearance Agreement, and that it has relied on no other representations, either written or oral, express or implied, made to it by any Persons who acquire other party hereto; (j) the forbearance set forth herein is strictly limited to the Specified Defaults and such forbearance shall not apply to any interest in the Dedicated Xxxxxxx Properties and enter into a separate gas gathering agreement pursuant to Section 9.3(aother past, present, or future violation or violations (whether known or unknown) of the GGA covering any part provision of the Acquired System Indenture or any of the other Indenture Documents; (collectivelyk) it shall not, at any time, cause any assets of any nature whatsoever to be transferred to or for the “Producer Parties”benefit of ARG Terra, Inc.; and (l) shall have the rights referenced failure of any Signing Holder (or any other holder of the Notes) to exercise any right, privilege, or remedy as a result of any violations referred to in clause (ivj) above of this Section 8 shall not by reason of this Forbearance Agreement, directly or indirectly, in any way whatsoever (i) impair, prejudice, or otherwise adversely affect such Signing Holder’s or holder’s right at any time to exercise any right, privilege, or remedy in connection with the Indenture or any of the other Indenture Documents or any other contract, agreement, or instrument, (ii) amend or alter any provision of the Indenture or any of the other Indenture Documents or any other agreement, contract, or instrument, or (iii) constitute any course of dealing or other basis for altering any of the obligations of the Company or the Guarantors under or in respect of the Acquired System. Acquirer agrees that if Acquirer sells, transfers or otherwise disposes of an interest in or all Indenture Documents or any part rights, privileges, or remedies of the Acquired System during Trustee or the term holders of the GGANotes under the Indenture and the other Indenture Documents or such other agreement, Acquirer shall execute (and shall cause the Person acquiring such interest contract, or part to execute) an acknowledgment substantially in the same form and content as this Acknowledgment and otherwise acceptable to Producers, acting reasonablyinstrument.

Acknowledgments and Agreements. Gatherer (a) The Seller hereby represents that each has read and Acquirer understands and agrees to be bound by the terms of this Article VII. The Seller acknowledges that the geographic scope and duration of the covenants contained in Section 7.2 are the result of arm’s-length bargaining and are fair and reasonable in light of (i) acknowledge that Gatherer has provided to Acquirer a copy the nature and geographic scope of the GGA (excluding operations of the exhibits and schedules thereto that do not relate Business conducted by Seller prior to the Acquired System); Closing Date, (ii) acknowledge the Seller level of control over and contact with the Business in all jurisdictions in which they are conducted, (iii) the fact that the term Business is conducted throughout the geographic area where competition is restricted by Section 7.2(a) and (iv) the Purchase Price received by Seller. It is the desire and intent of the GGA commenced on September 30, 2009 and, unless terminated sooner in accordance with its terms, continues in effect through September 30, 2029 (parties that the “Primary Term”) and continues in effect from 12-month period to 12-month period thereafter, unless terminated by Producers or Gatherer upon notice provisions of this Agreement be enforced to the other no less than 6 months fullest extent permitted under applicable legal requirements, whether now or hereafter in effect, and therefore, should the provisions of Section 7.2 be deemed unenforceable by a court of competent jurisdiction or any Seller breach any provision of Section 7.2 prior to the end expiration of the Primary Term or any 12-month time period thereafter, as applicable; described in Section 7.2(b). (iiib) acknowledge The Seller hereby acknowledges and agrees that the Acquired System is a part of a Gathering System; (iv) acknowledge Producers’ rights to Purchaser would not have Producers’ Gas connected to, received by, gathered, compressed, dehydrated, treated and processed, as applicable, and redelivered to Producers on and over the Gathering System, on and subject entered into this Agreement if they had not agreed to the terms and conditions provided provisions of this Article VII. If any court determines that any of such covenants in this Article VII, or any part thereof, are unenforceable, then: (i) the GGAremainder of such covenants shall not be affected by such determination; and (vii) agree those of such covenants that Producersare determined to be unenforceable because of the duration or scope thereof shall be reformed by the court to reduce their duration or scope so as to render the same enforceable against such party. (c) The Seller hereby acknowledges that a breach of any of the obligations contained in this Article VII would cause immediate and irreparable harm to Purchaser for which an adequate monetary remedy does not exist; hence, the successors and permitted assigns of Producers under the GGASeller agrees that, and any Persons who acquire any interest in the Dedicated Xxxxxxx Properties and enter into event of a separate gas gathering agreement pursuant to Section 9.3(a) breach or threatened breach of any of the GGA covering obligations contained in this Article VII, Purchaser shall be entitled to injunctive relief restraining such Seller from violation of any part such provision without the necessity of proof of actual damage or the Acquired System (collectivelyposting of any bond, the “Producer Parties”) except as required by non-waivable, applicable Law. Nothing herein shall have the rights referenced be construed as prohibiting Purchaser from pursuing any other remedy at law or in clause (iv) above in respect of the Acquired System. Acquirer agrees that if Acquirer sells, transfers or otherwise disposes of an interest in or all or any part of the Acquired System during the term of the GGA, Acquirer shall execute (and shall cause the Person acquiring such interest or part equity to execute) an acknowledgment substantially which it may be entitled under applicable Law in the same form event of a breach or threatened breach of this Agreement, including without limitation recovery of costs and content expenses such as this Acknowledgment reasonable attorneys’ fees incurred by reason of any such breach and otherwise acceptable to Producers, acting reasonablyactual damages sustained by such party as a result of any such breach.