Imbalances Sample Clauses

Imbalances. The parties hereto recognize that with respect to Section 2.01, on any Day, receipts of gas by Union and deliveries of gas by Union may not always be exactly equal, but each party shall cooperate with the other in order to balance as nearly as possible the quantities transacted on a daily basis, and any imbalances arising shall be allocated to the Facilitating Agreements and shall be subject to the respective terms and charges contained therein, and shall be resolved in a timely manner.

Imbalances. The parties hereto recognize that with respect to Section 2.01, on any Day, receipts of gas by Enbridge and deliveries of gas by Enbridge may not always be exactly equal, but each party shall cooperate with the other in order to balance as nearly as possible the quantities transacted on a daily basis, and any imbalances arising shall be allocated to the Facilitating Agreements and shall be subject to the respective terms and charges contained therein, and shall be resolved in a timely manner.

Imbalances. (a) All Imbalances (whether for overproduction by Noble or underproduction by Noble) shall pass to Purchaser as of the Effective Time, and except as provided in Section 2.2 and Section 11.5(b), Purchaser shall thereupon be entitled to and assumes all rights and obligations with respect to any and all such Imbalances. Except as provided in Section 2.2 and Section 11.5(b), there shall be no amounts paid to or from either Party to the other as a Purchase Price adjustment or otherwise based on Imbalances. Except as provided in Section 2.2 and Section 11.5(b), Purchaser from and after Closing accepts sole responsibility for and agrees to pay all costs and expenses associated with Imbalances associated with the Assets, and Purchaser (on behalf of Purchaser and its successors and assigns) irrevocably waives any and all claims it and they may have against Noble associated with the same; and PURCHASER FROM AND AFTER THE CLOSING DATE RELEASES NOBLE FROM AND SHALL FULLY PROTECT, DEFEND, INDEMNIFY AND HOLD NOBLE HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, IMBALANCES ASSOCIATED WITH THE ASSETS, NO MATTER WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. THIS INDEMNITY AND DEFENSE OBLIGATION WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW, OR OTHER FAULT OF NOBLE, OR ANY PRE-EXISTING DEFECT. (b) In the event Purchaser shall determine prior to Closing that Imbalances under Section 2.2(a)(iii) are in the excess of 2.1 bcf of gas or that Imbalances under Section 2.2(b)(vii) are in excess of .1 bcf of gas, then Purchaser shall promptly notify Noble of the amount of such excess. Noble and Purchaser prior to the Closing Date shall endeavor to agree upon the amount of such excess Imbalances. If the Parties shall have failed to agree thereupon by the Closing Date, the Purchase Price shall not be adjusted therefor and the matter shall be resolved by arbitration pursuant to Section 17.1.

Imbalances. To the actual knowledge of Seller, except as set forth on Schedule 13.4, as of the Execution Date, there are no gas or other Hydrocarbon production imbalances existing as of the Effective Time with respect to any of the Assets.

Imbalances. Schedule 3.10 sets forth all material Imbalances associated with the Assets as of the Effective Time.

Imbalances. Except as set forth on Schedule 12.01, there are no well or gas imbalances associated with the Assets as of the Effective Time.

Imbalances. Except as set forth on Schedule 4.7 and to Seller’s knowledge, as of the date set forth on Schedule 4.7, none of Seller or any of its Affiliates has, and its and their interests in the Assets are not subject to, any production, transportation, plant, or other imbalances with respect to production from or allocated to the Properties.

Imbalances. Section 2.1 Imbalances between receipts and deliveries among the Customers subject to this Agreement will be calculated by determining the difference between the total aggregated deliveries by the Customers to Company at receipt points and the total aggregated deliveries received by the Customers at delivery points. Section 2.2 The imbalance tolerance set forth in Parts 3.21.5. and 3.21.8. shall apply to the aggregated imbalance total, unless and until pooling rights are interrupted by Company for a specified period.

Imbalances. Except as set forth in Schedule 4.22, as of the date of this Agreement there are, and as of the Effective Time there were, no Imbalances attributable to the Assets.

Imbalances. As defined in Section 8.3.