Common use of Non-Conforming Gas Clause in Contracts

Non-Conforming Gas. If at any time Gatherer becomes aware that Shipper Gas at the Receipt Points fails to conform to the Gas Specifications, then (1) Gatherer shall give Shipper written notice of the deficiency and Shipper shall immediately remedy the deficiency and (ii) Gatherer may, in addition to any other rights and remedies that Gatherer has hereunder or at law or in equity, take any combination of the following actions: (a) take receipt of the non-conforming Shipper Gas, or (b) immediately cease receiving the non-conforming Shipper Gas from Shipper by shutting in the sources of such non-conforming Shipper Gas or by other appropriate means and shall notify Shipper that Gatherer has ceased, or will cease, receiving the non-conforming Shipper Gas. Gatherer shall operate the system to curtail Shipper Gas in such a fashion as to maximize total production volumes of Shipper Gas on the Olympia Gathering System. Acceptance by Gatherer of Shipper Gas that does not conform to the Gas Specifications shall not constitute a waiver of the Gas Specifications by Gatherer in regard to Shipper Gas delivered under this Agreement in the figure, nor shall acceptance without an express written waiver constitute a waiver of any claim for damage resulting from delivery of Shipper Gas not meeting the Gas Specifications. If Gatherer is unable to take non-conforming Gas for a period of thirty (30) cumulative days in a year, and Gatherer does not intend to modify or expand the Gathering Facilities, or provide Additional Services under Section 7 of this Agreement, in order to enable Gatherer to receive such non-conforming Gas, then, without limiting any other applicable provisions of the Agreement, such non-conforming Gas shall be permanently released from the Dedication at the election of Shipper.

Non-Conforming Gas. (a) If Gatherer is aware that Producers have tendered Non-Conforming Gas at any time Receipt Point, Gatherer becomes aware that Shipper Gas at the Receipt Points fails to conform to the Gas Specifications, then (1) Gatherer shall give Shipper written notice will notify Producers of the deficiency and Shipper shall immediately remedy the deficiency and (ii) Non-Conforming Gas as soon as is reasonably practicable. Gatherer may, in addition to exercising any remedies available to it (including those provided by Sections 6.2 and 6.3 of these General Terms), refuse to accept delivery of Non-Conforming Gas; provided that, other rights than with respect to hydrogen sulfide, Gatherer will use commercially reasonable efforts to blend the Non-Conforming Gas with other Gas in its System so that it meets the applicable specifications. If the Non–Conforming Gas cannot be brought into compliance with blending, then Gatherer will, subject to Section 6.2 of these General Terms, continue to accept and remedies redeliver the Non-Conforming Gas to any Delivery Points that Gatherer has hereunder will accept it, so long as Gatherer, in its reasonable discretion, determines that no harm will be done to the System, no harm will be done to other shippers on the System or at law or in equity, take any combination of the following actions: (a) take receipt of the non-conforming Shipper their Gas, orand no other shipper will be prevented from nominating Gas to its preferred Delivery Point. (b) immediately cease receiving If Gatherer determines that the non-conforming Shipper blending option described above is not feasible, then Producers may: (i) request Gatherer to bring such Gas from Shipper by shutting in into conformity with applicable specifications, upon the sources of such non-conforming Shipper Gas or by other appropriate means and shall notify Shipper that Gatherer has ceased, or will cease, receiving the non-conforming Shipper Gas. Gatherer shall operate the system to curtail Shipper Gas in such a fashion as to maximize total production volumes of Shipper Gas Parties mutually agreeing on the Olympia Gathering System. Acceptance fees to be paid by Producers to Gatherer for that service; or (ii) install any necessary equipment upstream of the Receipt Point in order to bring the Non-Conforming Gas into conformity in accordance with this Contract. (c) The acceptance by Gatherer of Shipper Gas that does not meet the specifications of this Section will not be deemed a waiver of its right to require future deliveries to conform to said specifications, nor does the acceptance, knowing or unknowing, of Non-Conforming Gas Specifications shall not constitute a waiver of the Gas Specifications by for any claim for damage, defense, or indemnity resulting from accepting, or otherwise caused by, Non-Conforming Gas, except that if Gatherer in regard to Shipper Gas delivered under this Agreement in the figureknowingly accepts Non-Conforming Gas, nor shall acceptance without an express written waiver constitute a waiver of then Producers will not be liable for any claim for damage to Gatherer’s System resulting from delivery the Non-Conforming Gas. Producers’ indemnity to Gatherer in Section 6.2 of Shipper Gas not meeting these General Terms will remain in effect in respect of any damage to third parties resulting from the Gas Specifications. If Gatherer is unable to take nonNon-conforming Gas for a period of thirty (30) cumulative days in a year, and Gatherer does not intend to modify or expand the Gathering Facilities, or provide Additional Services under Section 7 of this Agreement, in order to enable Gatherer to receive such non-conforming Conforming Gas, then, without limiting any other applicable provisions whether or not Gatherer knowingly accepts the Non-Conforming Gas. (d) Producers will be responsible for payment to Gatherer for their allocable share of the Agreementthird party costs incurred and paid by Gatherer for handling and disposal of associated saltwater and other objectionable liquids (excluding liquids collected during normal routine pigging operations) if Producers deliver those liquids into the System, with all such non-conforming costs being allocated among all shippers on the System on a Monthly basis based on the quantities of Gas shall be permanently released from delivered by each shipper to the Dedication at System during that Month compared to the election total quantities of ShipperGas delivered by all shippers to the System during that Month.

Non-Conforming Gas. If at Both Parties agree to cooperate in good faith to manage the collection of Landfill Gas from the Landfill such that the Landfill Gas meets or exceeds the Gas Quality Targets set forth on Exhibit E attached hereto. Seller retains the right to operate the Landfill in its usual and customary discretion. Seller’s rights include, without limitation, the right to take any time Gatherer becomes aware that Shipper Gas at the Receipt Points fails to conform action in Seller’s sole and exclusive judgment necessary or appropriate in connection with or related to the Landfill or the Gas SpecificationsCollection System, then (1) Gatherer shall give Shipper written notice including, without limitation, any action required to comply with any law, regulation, permit, or order of any governmental authority, without regard to the deficiency and Shipper shall immediately remedy the deficiency and (ii) Gatherer may, in addition to any other rights and remedies that Gatherer has hereunder or at law or in equity, take any combination of the following actions: (a) take receipt of the non-conforming Shipper Gas, or (b) immediately cease receiving the non-conforming Shipper Gas from Shipper by shutting in the sources effect of such non-conforming Shipper action on the quantity or quality of Landfill Gas extracted from the Landfill or by other appropriate means otherwise. It is understood that, although Seller and shall notify Shipper that Gatherer has ceased, or Purchaser will cease, receiving the non-conforming Shipper Gas. Gatherer shall cooperate to operate the system Gas System as its top priority, Seller will also use reasonable efforts to curtail Shipper produce Landfill Gas in meeting the specifications of Exhibit E, with the understanding that there is no penalty for failure to meet such a fashion specifications, other than an adjusted payment provision as to maximize total production volumes of Shipper Gas on the Olympia Gathering Systemnoted below. Acceptance by Gatherer of Shipper Any Landfill Gas that does not conform to meet the Gas Specifications Quality Targets set forth on Exhibit E shall not constitute a waiver of the Gas Specifications by Gatherer in regard to Shipper Gas delivered under this Agreement in the figure, nor shall acceptance without an express written waiver constitute a waiver of any claim for damage resulting from delivery of Shipper Gas not meeting the Gas Specifications. If Gatherer is unable to take be deemed non-conforming gas (“Non-Conforming Gas”). Delivery of Non-Conforming Gas to Purchaser by Seller shall not be a breach of this Agreement and shall not give rise to any liabilities or obligations to Seller by Purchaser hereunder or otherwise, including, but not limited to, consequential or special damages. Notwithstanding the foregoing, in the event Seller delivers Non-Conforming Gas to Purchaser, Purchaser may elect either to: (i) accept the Non-Conforming Gas, or (ii) utilize Non-Conforming Gas for other commercially available applications or opportunities, including but not limited to direct burn applications or (iii) not accept such Non-Conforming Gas, in which event Purchaser shall not be obligated to provide payments for such Non-Conforming Gas not accepted or processed by the Project or utilized for other commercially available applications. Such non-acceptance by Purchaser shall not be a default by Purchaser under this Agreement. In addition, in the event Seller delivers Non-Conforming Gas for a period of thirty six (306) cumulative days in full months within a yeartwelve (12) month period, for any reason or cause, Purchaser shall have the option, but not the requirement, to terminate this Agreement and Gatherer the Site Lease. The Parties agree to use commercially reasonable efforts to correct any conditions contributing to the supply of Non- Conforming Gas or Landfill Gas that does not intend meet the Gas Quality Targets, as provided in Exhibit E, provided such efforts do not contribute to modify or expand the Gathering Facilities, or provide Additional Services under Section 7 of this Agreement, in order to enable Gatherer to receive such non-conforming Gas, then, without limiting any other compliance with applicable provisions of the Agreement, such non-conforming Gas shall be permanently released from the Dedication at the election of Shipperregulations or Seller’s permits.

Non-Conforming Gas. Gatherer, at its option and subject to downstream connecting carrier acceptance, may refuse to accept receipt of any Gas not meeting the quality Specifications set out herein. Thereafter, Owner shall have the right to conform the Gas to the Specifications. If Owner does not elect to conform the Gas to said specifications, then Gatherer may either refuse to accept deliveries thereof or may accept Gas tendered by Owner hereunder which does not meet the specifications above, treat same to conform to said Specifications and charge Owner a mutually agreeable fee. If, at any time time, Owner determines that Gatherer's treating costs can no longer be economically justified, Owner shall so notify Gatherer becomes aware that Shipper in writing and in the event Gatherer is unable or unwilling to adjust such treating costs to a level acceptable to Owner, Owner shall have the right to obtain the release of such well and the affected producing formation from the terms of this Agreement. If neither Gatherer nor Owner elects to treat the Gas at the Receipt Points fails to conform to the Gas Specificationsabove Specifications or such treatment is terminated, then (1) Gatherer shall give Shipper written notice of the deficiency and Shipper shall immediately remedy the deficiency and (ii) Gatherer may, in addition to any other rights and remedies that Gatherer has hereunder or at law or in equity, take any combination of the following actions: (a) take receipt of the non-conforming Shipper Gas, or (b) immediately cease receiving the non-conforming Shipper Gas from Shipper by shutting in the sources of such non-conforming Shipper Gas or by other appropriate means and shall notify Shipper that Gatherer has ceased, or will cease, receiving the non-conforming Shipper Gas. Gatherer shall operate the system to curtail Shipper Gas in such a fashion as to maximize total production volumes of Shipper Gas on the Olympia Gathering System. Acceptance by Gatherer of Shipper Gas that does not conform to the Gas Specifications shall not constitute a waiver of the Gas Specifications by Gatherer in regard to Shipper Gas delivered under this Agreement in the figure, nor shall acceptance without an express written waiver constitute a waiver of any claim for damage resulting from delivery of Shipper Gas not meeting the Gas Specifications. If Gatherer is unable to take non-conforming Gas for a period of upon thirty (30) cumulative days in a yearDays prior written notice from Owner, and Gatherer does not intend to modify or expand release from the Gathering Facilities, or provide Additional Services under Section 7 of this Agreement, in order to enable Gatherer to receive such non-conforming Gas, then, without limiting any other applicable provisions of the Agreement, Agreement the well (as to the producing formation only) from which such non-conforming Gas is produced. The receipt by Gatherer of Gas which fails to meet any one of the above requirements shall not be held to be a waiver of Gatherer's right to refuse future receipt of such Gas and Gatherer shall not be responsible for any Claims relating to such Gas on third parties in system or downstream pipelines and Owner agrees to indemnify Gatherer therefor. Any requested receipt and redelivery of nonconforming Gas shall be permanently released from the Dedication at the election of Shippersubject to Gatherer’s ability to avoid disruption to its reasonable operating standards and regimen.

Non-Conforming Gas. If at any time Gatherer AEP becomes aware that Shipper any of its Gas at the Receipt Points fails to conform to the Gas SpecificationsSpecifications (“Non-Conforming Gas”), then (1) Gatherer as soon as reasonably practicable after becoming aware of such condition, AEP shall give Shipper written notice to DBM of the deficiency Non-Conforming Gas and Shipper shall immediately remedy the deficiency and (ii) Gatherer may, manner in addition to any other rights and remedies that Gatherer has hereunder or at law or in equity, take any combination of the following actions: (a) take receipt of the nonwhich such Non-conforming Shipper Gas, or (b) immediately cease receiving the non-conforming Shipper Conforming Gas from Shipper by shutting in the sources of such non-conforming Shipper Gas or by other appropriate means and shall notify Shipper that Gatherer has ceased, or will cease, receiving the non-conforming Shipper Gas. Gatherer shall operate the system to curtail Shipper Gas in such a fashion as to maximize total production volumes of Shipper Gas on the Olympia Gathering System. Acceptance by Gatherer of Shipper Gas that does not conform to the Specifications. If DBM becomes aware that any of AEP’s Gas fails to conform to the Specifications, then as soon as reasonably practicable after becoming aware of such condition, DBM shall give written notice to AEP of the Non-Conforming Gas and the manner in which such Non-Conforming Gas does not conform to the Specifications. If AEP’s Gas delivered to a Point of Receipt fails to meet the Specifications, then AEP shall cause such Gas to meet the Specifications. DBM will have the right to refuse to accept Non-Conforming Gas from AEP to the extent, and for so long as, AEP is unable to deliver Gas conforming to the Specifications shall or, at DBM’s sole discretion, accept such Non-Conforming Gas and charge AEP a mutually agreeable Non-Conforming Gas fee, provided that even if the Parties mutually agree on a Non-Conforming Gas fee, DBM may, in its sole discretion, cease accepting Non-Conforming Gas at any time. If DBM at any time accepts delivery of Non-Conforming Gas, that acceptance will not constitute a waiver of the Gas Specifications by Gatherer in regard this provision with respect to Shipper Gas delivered under this Agreement in the figure, nor shall acceptance without an express written waiver constitute a waiver of any claim for damage resulting from future delivery of Shipper Gas. AEP AGREES TO ASSUME ALL LIABILITY FOR, AND AGREES TO PROTECT, DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS DBM’S INDEMNITEES AGAINST, ANY COSTS, EXPENSES, LOSSES, DAMAGES AND LIABILITIES TO THE EXTENT CAUSED BY AEP’S NON-CONFORMING GAS, but only to the extent DBM did not knowingly accept AEP’s Non-Conforming Gas. In addition, if AEP’s Non-Conforming Gas not meeting is delivered into DBM’s System without the Gas Specifications. If Gatherer is unable to take non-conforming Gas for a period prior knowledge of thirty (30) cumulative days in a yearDBM, and Gatherer does not intend to modify the quality deficiency of that Gas damages any person’s (including DBM’s) pipelines or expand facilities, AEP AGREES TO ASSUME ALL LIABILITY FOR, AND AGREES TO PROTECT, DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS DBM’S INDEMNITEES AGAINST, ALL DAMAGES TO SUCH FACILITIES CAUSED BY, OR TO THE EXTENT CONTRIBUTED TO BY, AEP’S NON-CONFORMING GAS. Notwithstanding the Gathering Facilitiesforegoing, in no event will AEP be responsible for the payment of DBM’s or provide Additional Services under Section 7 its Affiliates’ Consequential Damages, and DBM hereby waives any and all claims it may have against AEP for such Consequential Damages on behalf of itself or its Affiliates, arising in connection with this Agreement, REGARDLESS OF FAULT. Further, the Parties understand and agree that the indemnity and defense obligations contained in order to enable Gatherer to receive such non-conforming Gas, then, without limiting this Section 5.3 do not include indemnification for any other exemplary or punitive damages under any applicable provisions of the Agreement, such non-conforming Gas shall be permanently released from the Dedication at the election of Shipperlaw or otherwise.

Non-Conforming Gas. (a) If at any time Gatherer Customer becomes aware that Shipper any Customer Gas at the Receipt Points fails to conform to the Gas SpecificationsSpecifications (such Gas, then (1) Gatherer “Non-Conforming Gas”), Customer, as soon as reasonably possible after becoming aware of such condition, shall give Shipper written notice to Processor of the deficiency Non-Conforming Gas and Shipper shall immediately remedy the deficiency and (ii) Gatherer may, manner in addition to any other rights and remedies that Gatherer has hereunder or at law or in equity, take any combination of the following actions: (a) take receipt of the nonwhich such Non-conforming Shipper Gas, or (b) immediately cease receiving the non-conforming Shipper Conforming Gas from Shipper by shutting in the sources of such non-conforming Shipper Gas or by other appropriate means and shall notify Shipper that Gatherer has ceased, or will cease, receiving the non-conforming Shipper Gas. Gatherer shall operate the system to curtail Shipper Gas in such a fashion as to maximize total production volumes of Shipper Gas on the Olympia Gathering System. Acceptance by Gatherer of Shipper Gas that does not conform to the Specifications. (b) If Processor becomes aware that Non-Conforming Gas Specifications is being delivered by Customer hereunder before receiving such written notice from Customer, Processor shall, as soon as reasonably possible after becoming aware thereof, deliver to Customer written notice of such Non-Conforming Gas, which notice may also serve as Processor’s notice of acceptance or rejection of such Non-Conforming Gas pursuant to Section 5.2(c) below. (c) If any Non-Conforming Gas is tendered for processing by Customer at the Point of Delivery at any time, Processor may in its sole discretion choose to accept or to reject such Non-Conforming Gas. (i) If Processor chooses to accept Non-Conforming Gas, Processor shall provide written notice to Customer of its acceptance of such Non-Conforming Gas, and the manner in which such Non-Conforming Gas does not conform to the Specifications. Such acceptance will not constitute a waiver of the this provision with respect to any future receipt of Non-Conforming Gas. Processor’s option to refuse to accept receipt of Non-Conforming Gas Specifications by Gatherer is in regard addition to Shipper Gas delivered other remedies available to Processor under this Agreement Agreement. If Processor accepts such Non-Conforming Gas, Customer shall reimburse Processor for the out-of-pocket costs incurred by Processor to accept such Non-Conforming Gas. If Processor determines, in its sole discretion, at any time that the continued acceptance of such Non-Conforming Gas is not operationally feasible, Processor may notify Customer that it intends to discontinue accepting such Non-Conforming Gas. (ii) If Processor chooses to reject Non-Conforming Gas, Processor may in its sole discretion shut in such Gas at any time. Processor shall follow up the rejection of Non-Conforming Gas with a written notice of such rejection to Customer, which notice shall specify the manner in which such Non-Conforming Gas does not conform to the Specifications. (d) If any Non-Conforming Gas is delivered into the Plants, Customer will indemnify, defend, release and hold Processor harmless from and against all Losses arising from or out of the quality deficiency of such Non-Conforming Gas, except that Customer shall have no liability to Processor for any Losses arising from or out of any such Non-Conforming Gas accepted by Processor pursuant to Section 5.2(c)(i) above, but only with respect to, and to the extent of, the exceptions to the Specifications set forth in the figure, nor shall acceptance without an express applicable written waiver constitute a waiver notice of any claim for damage resulting from delivery of Shipper Gas not meeting the Gas Specifications. If Gatherer is unable to take non-conforming Gas for a period of thirty (30) cumulative days in a year, and Gatherer does not intend to modify or expand the Gathering Facilities, or provide Additional Services under Section 7 of this Agreement, in order to enable Gatherer to receive such non-conforming Gas, then, without limiting any other applicable provisions of the Agreement, such non-conforming Gas shall be permanently released from the Dedication at the election of Shipperacceptance.