Common use of Gas Balancing Clause in Contracts

Gas Balancing. (a) Volumes of Gas delivered by Shipper and received by Gatherer at the Receipt Points shall conform as closely as possible to the volumes nominated by Shipper at each Receipt Point and shall be delivered by Shipper to Gatherer at hourly rates of flow that are, as nearly as practicable, uniform throughout the Day. Subject to Gatherer’s operating conditions and contractual requirements, volumes delivered by Gatherer to Shipper or for Shipper’s account at the Delivery Points shall conform as closely as possible to the volumes nominated by Shipper for delivery by Gatherer that Day at the Delivery Points, less any deductions applicable to Shipper for Gathering System L&U, Gathering System Fuel and any imbalance corrections, except that Gatherer may conform such volumes to the volumes actually delivered by Shipper at Gatherer’s Receipt Points to the extent possible. Upon prior notice to Shipper, Gatherer may temporarily interrupt or curtail receipts and/or deliveries at any time, and from time to time in accordance with operating conditions on the Gathering System in order to balance receipt or deliveries on the Gathering System or to correct any current or anticipated imbalances. (b) Shipper and Gatherer agree that: (i) It is the intent of Shipper and Gatherer that Gas be received and re-delivered under this Agreement at the same rates, as nearly as practicable and subject to changes mandated by the Downstream Pipeline, and Shipper shall not in any manner utilize the Gathering System for storage or peaking purposes. (ii) Gas delivered to Gatherer under this Agreement during any Day shall be delivered at as nearly a constant rate as operating conditions and relevant Downstream Pipelines will permit. (iii) In the event interruption or curtailment of service is required, Gatherer’s dispatcher will advise (by telephone, following up by e-mail) Shipper of an interruption or curtailment as soon as practicable or in any event within four hours of the occurrence of such event. (iv) Subject to its adherence to the priority of service and related obligations imposed by the Agreement to which these Operating Terms and Conditions are attached, nothing contained in this Agreement shall preclude Gatherer from taking reasonable actions necessary to adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the Gathering System. (c) Gatherer shall maintain an imbalance account (the “Imbalance Account”) for Shipper and each other shipper which reflects for each Month with respect to each shipper (including Shipper) (i) the total volumes received, delivered, and retained; (ii) the total imbalance for such Month, and the cumulative imbalance through the end of such Month; (iii) previous and new imbalance positions; and (iv) any other information deemed necessary and appropriate by Gatherer, all on a total system basis. Gatherer shall provide Shipper reasonable access to Shipper’s Imbalance Account and a statement of Shipper’s Imbalance Account within five Business Days following the end of each Month. Gatherer may provide Shipper with notices of imbalances and the Monthly statement of Shipper’s Imbalance Account by electronic mail, United States Mail or other delivery service, or any other means deemed reasonable by Gatherer under the circumstances. (d) Each Month, Gatherer and Shipper shall cooperate and use all reasonable efforts to reduce any cumulative imbalance in the Imbalance Account to zero. At any time such an imbalance exists, Gatherer shall advise Shipper to deliver volumes of Gas in addition to its nominated volumes to address an imbalance in favor of Shipper, or to deliver volumes of Gas that are less than its nominated volumes to address an imbalance in favor of Gatherer. Gatherer may also require Shipper to make appropriate adjustments to its nominations and deliveries to correspond to adjustments that Gatherer is required to make by Downstream Pipelines. Gatherer shall also have the right (acting in its reasonable discretion) to adjust nominations or take other actions, including suspending receipts and deliveries of Gas by Gatherer, necessary to correct an existing imbalance or mitigate an anticipated imbalance. The Parties may also cash out cumulative imbalances using the foregoing methodology for any period prior to the end of the Term as the Parties mutually agree, in which case all Monthly imbalances during such period shall be deemed reduced to zero for purposes of the cash out price to be calculated at the end of the Term. (e) As between the Parties, Shipper shall be responsible for and shall bear any penalties imposed or assessed by Downstream Pipelines for imbalances in receipts and/or deliveries with respect to and solely attributable to Shipper’s Gas. In the event Gatherer incurs any costs and/or penalties from a Downstream Pipeline as a result of and solely attributable to Shipper’s over-deliveries or under-deliveries, Shipper shall also be responsible for and shall reimburse Gatherer for such costs and/or penalties and indemnify and hold Gatherer harmless and free from all such payments, charges, and/or penalties so long as such imbalances and/or over/under deliveries are caused by and solely attributable to Shipper and not by Gatherer or a Third Party. (f) At the end of the Term, if any cumulative imbalance remains, the Parties shall cash out such cumulative imbalance using the average first of the Month price for Gas for the prior two production Months at the end of the term reflected by the index price in Inside F.E.R.C., Gas Market Report of Spot Prices Delivered to Pipelines as published by XxXxxx-Xxxx for the relevant geographic area where the imbalance occurred. Should such index cease to be published, then the Parties will mutually agree on a similar index or publication for such index price for the relevant geographic area where the imbalance occurred.

Gas Balancing. (a) Volumes of Gas delivered by Shipper and received by Gatherer at the Receipt Points shall conform as closely as possible to the volumes nominated by Shipper at each Receipt Point and shall be delivered by Shipper to Gatherer at hourly rates of flow that are, as nearly as practicable, uniform throughout the Day. Subject to Gatherer’s operating conditions and contractual requirementsconditions, volumes quantities of Gas delivered by Gatherer to Shipper or for Shipper’s account at the Delivery Points Point(s) shall conform as closely as possible to the volumes quantities nominated by Shipper for delivery by Gatherer that Day at the Delivery PointsPoint(s), less any deductions applicable to Shipper for Gathering System L&U, Gathering System Fuel FL&U and any imbalance correctionsShrinkage, except that Gatherer may conform such volumes quantities to the volumes quantities actually delivered by received from Shipper at Gatherer’s the Receipt Points to Point(s). Notwithstanding the extent possible. Upon prior notice to Shipperforegoing sentence, Gatherer may temporarily interrupt or curtail receipts and/or deliveries of Shipper’s Gas or adjust Shipper’s nominations at any time, and from time to time in accordance with operating conditions on the Gathering System in order to balance receipt resolve any current or anticipated imbalances between such receipts and deliveries on the Gathering System or to correct any current or anticipated imbalances(“Balancing”). (ba) Shipper and Gatherer agree that: (i) It is the intent of Shipper and Gatherer that Gas be received and re-delivered under this Agreement redelivered hereunder at the same ratesuniform hourly rates of flow, as nearly as practicable and subject to changes mandated by the Downstream PipelinePipeline(s), and Shipper shall not in any manner utilize the Gathering System for storage or peaking purposes. (ii) Gas delivered to Gatherer under this Agreement hereunder during any Day shall be delivered at as nearly a constant uniform hourly rate of flow as operating conditions and relevant Downstream Pipelines Pipeline(s) will permit. (iii) In the event interruption or curtailment of service is required, Gatherer’s dispatcher will advise Shipper (by telephone, following up telephone and confirmed by e-mailfax or email) Shipper of an interruption or curtailment as soon as practicable or in any event within four hours of the occurrence of such eventpracticable. (iv) Subject to its Gatherer’s adherence to the priority of service and related obligations imposed by the Agreement to which these Operating Terms and Conditions are attachedthis Agreement, nothing contained in this Agreement herein shall preclude Gatherer from taking reasonable actions necessary to adjust physical receipts or deliveries under this Agreement of Shipper’s Gas or adjust Shipper’s nominations in order to maintain the operational integrity and safety of the Gathering System. (cb) Gatherer shall maintain an a cumulative daily imbalance account (the “Imbalance Account”) for Shipper and each other shipper which reflects for each Month with respect to each shipper (including Shipper) (i) that reflect the total volumes received, delivered, and retained; (ii) the total imbalance for such Month, and the cumulative imbalance through the end of such Month; (iii) previous and new imbalance positions; and (iv) any other information deemed necessary and appropriate by Gatherer, all on a total system Gathering System basis. Gatherer shall provide Shipper reasonable access to Shipper’s Imbalance Account and a statement of Shipper’s Imbalance Account within five Business Days following the end of each Month. Gatherer may provide Shipper with notices of imbalances and the Monthly statement of Shipper’s Imbalance Account by electronic mailemail, United States Mail facsimile transmission, telephone (including voice messages) or other delivery service, service or any other means deemed reasonable by Gatherer under the circumstances. (dc) Each MonthGatherer may direct Shipper to take specific actions to cure imbalances, if deemed necessary by Gatherer, acting in its reasonable discretion. In the event Gatherer and requires Shipper shall cooperate and use all reasonable efforts to reduce any cumulative imbalance in the Imbalance Account to zero. At any time such an imbalance existstake specific action, Gatherer shall advise notify Shipper thereof at a time and in a manner that is reasonable under the existing or expected operating conditions of the Gathering System. If Gatherer requests that specific actions be taken and Shipper fails to deliver volumes of Gas in addition to its nominated volumes to address an imbalance in favor of Shippertake such actions as requested by Gatherer, or to deliver volumes of Gas that are less than its nominated volumes to address an imbalance in favor of Gatherer. Gatherer may also require Shipper to make appropriate adjustments to its nominations and deliveries to correspond to adjustments that Gatherer is required to make by Downstream Pipelines. Gatherer shall also have the right (acting in its reasonable discretion) to adjust nominations or take other actions, including suspending receipts and deliveries of Gas by GathererShipper, necessary to correct an existing imbalance or to mitigate an anticipated imbalance. The Parties may also cash out cumulative imbalances using the foregoing methodology for any period prior to the end of the Term as the Parties mutually agree, in which case all Monthly imbalances during such period shall be deemed reduced to zero for purposes of the cash out price to be calculated at the end of the Term. (ed) As between the Parties, Shipper each Party shall be responsible and pay for and shall bear any defend, indemnify and hold the other Party harmless and free from all payments, charges and/or penalties imposed or assessed by Downstream Pipelines for imbalances in receipts and/or deliveries with respect to and solely attributable to Shipper’s Gas. In the event Gatherer incurs any costs and/or penalties from a Downstream Pipeline as a result of and solely attributable to Shipper’s over-deliveries or under-deliveries, Shipper shall also be responsible for and shall reimburse Gatherer for such costs and/or penalties and indemnify and hold Gatherer harmless and free from all such payments, charges, and/or penalties so long as such imbalances and/or over/under deliveries are caused by and solely attributable to Shipper and not by Gatherer or a Third such Party. (f) At the end of the Term, if any cumulative imbalance remains, the Parties shall cash out such cumulative imbalance using the average first of the Month price for Gas for the prior two production Months at the end of the term reflected by the index price in Inside F.E.R.C., Gas Market Report of Spot Prices Delivered to Pipelines as published by XxXxxx-Xxxx for the relevant geographic area where the imbalance occurred. Should such index cease to be published, then the Parties will mutually agree on a similar index or publication for such index price for the relevant geographic area where the imbalance occurred.

Gas Balancing. (a) Volumes of Gas delivered by Shipper and received by Gatherer at the Receipt Points shall conform as closely as possible to the volumes nominated by Shipper at each Receipt Point and shall be delivered by Shipper to Gatherer at hourly rates of flow that are, as nearly as practicable, uniform throughout the Day. Subject to Gatherer’s operating conditions and contractual requirements, volumes delivered by Gatherer to Shipper or for Shipper’s account at the Delivery Points shall conform as closely as possible to the volumes nominated by Shipper for delivery by Gatherer that Day at the Delivery Points, less any deductions applicable to Shipper for Gathering System L&U, Gathering System Fuel and any imbalance corrections, except that Gatherer may conform such volumes to the volumes actually delivered by Shipper at Gatherer’s Receipt Points to the extent possible. Upon prior notice to Shipper, Gatherer may temporarily interrupt or curtail receipts and/or deliveries at any time, and from time to time in accordance with operating conditions on the Gathering System in order to balance receipt or deliveries on the Gathering System or to correct any current or anticipated imbalances. (b) Shipper and Gatherer agree that: (i) It is the intent of Shipper and Gatherer that Gas be received and re-delivered under this Agreement at the same rates, as nearly as practicable and subject to changes mandated by the Downstream Pipeline, and Shipper shall not in any manner utilize the Gathering System for storage or peaking purposes. (ii) Gas delivered to Gatherer under this Agreement during any Day shall be delivered at as nearly a constant rate as operating conditions and relevant Downstream Pipelines will permit. (iii) In the event interruption or curtailment of service is required, Gatherer’s dispatcher will advise (by telephone, following up by e-mail) Shipper of an interruption or curtailment as soon as practicable or in any event within four hours of the occurrence of such event. (iv) Subject to its adherence to the priority of service and related obligations imposed by the this Agreement to which these Operating Terms and Conditions are attached, nothing contained in this Agreement shall preclude Gatherer from taking reasonable actions necessary to adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the Gathering System. (c) Gatherer shall maintain an imbalance account (the “Imbalance Account”) for Shipper and each other shipper which reflects for each Month with respect to each shipper (including Shipper) (i) the total volumes received, delivered, and retained; (ii) the total imbalance for such Month, and the cumulative imbalance through the end of such Month; (iii) previous and new imbalance positions; and (iv) any other information deemed necessary and appropriate by Gatherer, all on a total system basis. Gatherer shall provide Shipper reasonable access to Shipper’s Imbalance Account and a statement of Shipper’s Imbalance Account within five Business Days following the end of each Month. Gatherer may provide Shipper with notices of imbalances and the Monthly statement of Shipper’s Imbalance Account by electronic mail, United States Mail or other delivery service, or any other means deemed reasonable by Gatherer under the circumstances. (d) Each Month, Gatherer and Shipper shall cooperate and use all reasonable efforts to reduce any cumulative imbalance in the Imbalance Account to zero. At any time such an imbalance exists, Gatherer shall advise Shipper to deliver volumes of Gas in addition to its nominated volumes to address an imbalance in favor of Shipper, or to deliver volumes of Gas that are less than its nominated volumes to address an imbalance in favor of Gatherer. Gatherer may also require Shipper to make appropriate adjustments to its nominations and deliveries to correspond to adjustments that Gatherer is required to make by Downstream Pipelines. Gatherer shall also have the right (acting in its reasonable discretion) to adjust nominations or take other actions, including suspending receipts and deliveries of Gas by Gatherer, necessary to correct an existing imbalance or mitigate an anticipated imbalance. The Parties may also cash out cumulative imbalances using the foregoing methodology for any period prior to the end of the Term as the Parties mutually agree, in which case all Monthly imbalances during such period shall be deemed reduced to zero for purposes of the cash out price to be calculated at the end of the Term. (e) As between the Parties, Shipper shall be responsible for and shall bear any penalties imposed or assessed by Downstream Pipelines for imbalances in receipts and/or deliveries with respect to and solely attributable to Shipper’s Gas. In the event Gatherer incurs any costs and/or penalties from a Downstream Pipeline as a result of and solely attributable to Shipper’s over-deliveries or under-deliveries, Shipper shall also be responsible for and shall reimburse Gatherer for such costs and/or penalties and indemnify and hold Gatherer harmless and free from all such payments, charges, and/or penalties so long as such imbalances and/or over/under deliveries are caused by and solely attributable to Shipper and not by Gatherer or a Third Party. (f) At the end of the Term, if any cumulative imbalance remains, the Parties shall cash out such cumulative imbalance using the average first of the Month price for Gas for the prior two production Months at the end of the term reflected by the index price in Inside F.E.R.C., Gas Market Report of Spot Prices Delivered to Pipelines as published by XxXxxx-Xxxx for the relevant geographic area where the imbalance occurred. Should such index cease to be published, then the Parties will mutually agree on a similar index or publication for such index price for the relevant geographic area where the imbalance occurred.

Gas Balancing. (ai) Volumes Seller represents that, to the Knowledge of Gas delivered Seller, all wellhead gas imbalances associated with the Assets as of the date of this Agreement are set forth on Schedule I. Within ninety (90) days following the Closing for Properties operated by Shipper Seller, and received as soon as possible after the receipt of statements from the operators of Properties not operated by Gatherer at Seller, Seller shall provide to Buyer detailed gas balancing statements on a Property-by-Property basis (other than for Properties excluded from the Receipt Points Assets or conveyed to Third Parties on account of the exercise of preferential purchase rights), in accordance with XXXXX for all owners as to Seller-operated Properties (other than properties owned solely by Seller) and in accordance with generally accepted accounting procedures for Seller's interest as prepared by the operator as to all other Properties, showing in each case the gas balances in such Properties as of the Effective Date. Buyer shall conform have one-hundred eighty (180) days following Closing to audit and reconcile gas balances with respect to such Properties and object to gas balances whether or not shown on the statements provided by Seller. Promptly following agreement by Seller and Buyer of the net gas imbalance as closely of the Effective Date, Seller shall pay to Buyer if there is a net overproduction balance, or Buyer shall pay to Seller if there is a net underproduction balance, $2.00 per Mcf of the imbalance. The payment shall be made only with respect to the net volume of the imbalance after deduction of volumes attributable to unpaid Burdens. If there is a dispute as to the volume of imbalance, the foregoing adjustment payment shall be made as promptly as possible to the volumes nominated by Shipper at each Receipt Point undisputed imbalance volume, and the remainder of the adjustment payment shall be delivered by Shipper to Gatherer at hourly rates made upon settlement of flow that are, as nearly as practicable, uniform throughout the Daydispute. Subject to Gatherer’s operating conditions and contractual requirements, volumes delivered by Gatherer to Shipper or for Shipper’s account at the Delivery Points shall conform as closely as possible to the volumes nominated by Shipper for delivery by Gatherer that Day at the Delivery Points, less any deductions applicable to Shipper for Gathering System L&U, Gathering System Fuel and any imbalance corrections, except that Gatherer Either Party may conform such volumes to the volumes actually delivered by Shipper at Gatherer’s Receipt Points to the extent possible. Upon prior notice to Shipper, Gatherer may temporarily interrupt or curtail receipts and/or deliveries at any time, and from time to time commence dispute resolution in accordance with operating conditions on Section 10.14 when it reasonably appears a dispute exists with regard to the Gathering System in order to balance receipt or deliveries on the Gathering System or to correct any current or anticipated imbalances. (b) Shipper and Gatherer agree that: (i) It is the intent of Shipper and Gatherer that Gas be received and re-delivered under matters covered by this Agreement at the same rates, as nearly as practicable and subject to changes mandated by the Downstream Pipeline, and Shipper shall not in any manner utilize the Gathering System for storage or peaking purposesSection 4.3(n). (ii) Gas delivered Notwithstanding the payment adjustment to Gatherer under this Agreement during be made pursuant to Section 4.3(n)(i), Seller shall have the obligation to pay any Day shall be delivered at as nearly a constant rate as operating conditions and relevant Downstream Pipelines will permit. cash gas balancing settlements to Third Persons, attributable to periods on or before the Effective Date which (iiiA) In the event interruption or curtailment of service is required, Gatherer’s dispatcher will advise (arise by telephone, following up by e-mail) Shipper of an interruption or curtailment as soon as practicable or in any event within four hours virtue of the occurrence of such event. (iv) Subject to its adherence to the priority of service and related obligations imposed transactions contemplated by the Agreement to which these Operating Terms and Conditions are attached, nothing contained in this Agreement shall preclude Gatherer from taking reasonable actions necessary to adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the Gathering System. (c) Gatherer shall maintain an imbalance account (the “Imbalance Account”) for Shipper and each other shipper which reflects for each Month with respect to each shipper (including Shipper) (i) the total volumes received, delivered, and retainedAgreement; (iiB) are related to Properties included within the total imbalance for such Month, and the cumulative imbalance through the end of such Month; (iii) previous and new imbalance positions; and (iv) any other information deemed necessary and appropriate by Gatherer, all on a total system basis. Gatherer shall provide Shipper reasonable access to Shipper’s Imbalance Account and a statement of Shipper’s Imbalance Account within five Business Days following the end of each Month. Gatherer may provide Shipper with notices of imbalances and the Monthly statement of Shipper’s Imbalance Account by electronic mail, United States Mail or other delivery service, or any other means deemed reasonable by Gatherer under the circumstances. (d) Each Month, Gatherer and Shipper shall cooperate and use all reasonable efforts to reduce any cumulative imbalance in the Imbalance Account to zero. At any time such an imbalance exists, Gatherer shall advise Shipper to deliver volumes of Gas in addition to its nominated volumes to address an imbalance in favor of Shipper, or to deliver volumes of Gas Assets that are less than its nominated volumes to address an imbalance in favor of Gatherer. Gatherer may also require Shipper to make appropriate adjustments to its nominations and deliveries to correspond to adjustments that Gatherer is required to make by Downstream Pipelines. Gatherer shall also have the right (acting in its reasonable discretion) to adjust nominations or take other actions, including suspending receipts and deliveries of Gas by Gatherer, necessary to correct an existing imbalance or mitigate an anticipated imbalance. The Parties may also cash out cumulative imbalances using the foregoing methodology for any period had permanently ceased production prior to the end Effective Date; or (C) are required pursuant to any other cash gas balancing obligation due as of the Term Effective Date. To the extent Seller pays any such cash gas balancing amounts, Seller's gas balance as of the Parties mutually agree, in which case all Monthly imbalances during such period Effective Date shall be deemed reduced to zero adjusted for purposes of the all volumes for which cash out price to be calculated at the end of the Termpayments are made. (e) As between the Parties, Shipper shall be responsible for and shall bear any penalties imposed or assessed by Downstream Pipelines for imbalances in receipts and/or deliveries with respect to and solely attributable to Shipper’s Gas. In the event Gatherer incurs any costs and/or penalties from a Downstream Pipeline as a result of and solely attributable to Shipper’s over-deliveries or under-deliveries, Shipper shall also be responsible for and shall reimburse Gatherer for such costs and/or penalties and indemnify and hold Gatherer harmless and free from all such payments, charges, and/or penalties so long as such imbalances and/or over/under deliveries are caused by and solely attributable to Shipper and not by Gatherer or a Third Party. (f) At the end of the Term, if any cumulative imbalance remains, the Parties shall cash out such cumulative imbalance using the average first of the Month price for Gas for the prior two production Months at the end of the term reflected by the index price in Inside F.E.R.C., Gas Market Report of Spot Prices Delivered to Pipelines as published by XxXxxx-Xxxx for the relevant geographic area where the imbalance occurred. Should such index cease to be published, then the Parties will mutually agree on a similar index or publication for such index price for the relevant geographic area where the imbalance occurred.