Common use of Right of Way and Access Rights Clause in Contracts

Right of Way and Access Rights. (a) Gatherer is responsible, at its sole cost, for the acquisition and maintenance of rights of way, surface use and/or surface access agreements necessary to construct, own and operate the Gathering System; provided that Shipper hereby grants to Gatherer, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands covered by the Dedicated Properties for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the Gathering System, including all pipelines, meters and other equipment necessary for the performance by Gatherer of this Agreement. (b) Shipper shall not have a duty to maintain in force and effect any underlying agreements (such as any lease, easement, or surface use agreement) that the grants of easements or rights of way by Shipper to Gatherer pursuant to Section 3.5(a) are based upon, and such grants of easements or rights of way will terminate if Shipper loses its rights to the applicable property, regardless of the reason for such loss of rights. (c) Gatherer hereby grants to Shipper, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands covered by the Gathering System. Gatherer shall not have a duty to maintain in force and effect any underlying agreements that the grants of easements or rights of way by Gatherer to Shipper pursuant to this Section 3.5(c) are based upon, and such grants of easements or rights of way will terminate if Gatherer loses its rights to the applicable property, regardless of the reason for such loss of rights. (d) The exercise of the rights granted to a Party by the other Party pursuant to Section 3.5(a) and Section 3.5(c) shall not unreasonably interfere with such other Party’s operations or with the rights of owners in fee with respect to the applicable lands, and such rights will be exercise in material compliance with all applicable Laws and the safety and other reasonable access requirements of the granting Party. (e) Each Party shall be responsible for any Losses caused by such Party’s use of its access rights pursuant to this Section 3.5. Subject to Section 3.5(b) and Section 3.5(c), each Party shall maintain all roads owned by that Party upon the Dedicated Properties as reasonably necessary for the other Party to access the Xxxxx and its facilities located thereon; provided that the Party given access to such roads shall bear its proportionate share (based on use) of the costs of maintenance of such roads.

Right of Way and Access Rights. (a) Gatherer is responsible, at its sole cost, for the acquisition and maintenance of rights of way, surface use and/or surface access agreements necessary to construct, own and operate the Gathering SystemIndividual Systems; provided that Shipper hereby grants to Gatherer, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expenseexpense (or if Shipper will incur additional expenses and Gatherer agrees to reimburse such expenses), an a non-exclusive easement and right of way upon the Dedicated Properties and all lands covered by the Dedicated Properties Dedication Area and the ROFO Area for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the Gathering SystemSystem utilized in connection with the performance of Gathering Services, including all pipelines, meters and other equipment necessary for the performance by Gatherer of this Agreement. However, Shipper shall provide, at no cost to Gatherer, such space on a Well Pad or Planned Well Pad as may be reasonably necessary to provide Gathering Services for Gas and Condensate received from such Well Pad or Planned Well Pad, and Shipper shall provide and maintain, at no cost to Gatherer, all real property rights and interests necessary for Gatherer’s installation, operation, maintenance and repair of its facilities located in such space as reasonably necessary to provide Gathering Services for Gas and Condensate received from such Well Pad or Planned Well Pad. For the avoidance of doubt, this Section 3.5(a) shall not apply to lands which are the subject of that certain Surface Use Agreement between CONE Gathering LLC, Shipper and the other parties thereto dated as of September 30, 2011, as amended or restated from time to time. (b) Shipper shall not have a duty to maintain in force and effect any underlying agreements (such as any lease, easement, or surface use agreement) that the grants of easements or rights of way by Shipper to Gatherer pursuant to Section 3.5(a) are based upon, and such grants of easements or rights of way will terminate if Shipper loses its rights to the applicable property, regardless of the reason for such loss of rights. (c) Gatherer hereby grants to Shipper, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands covered by on which the Gathering SystemSystem is located, as such Gathering System exists on the Execution Date. Gatherer shall not have a duty to maintain in force and effect any underlying agreements that the grants of easements or rights of way by Gatherer to Shipper pursuant to this Section 3.5(c) are based upon, and such grants of easements or rights of way will terminate if Gatherer loses its rights to the applicable property, regardless of the reason for such loss of rights. (d) The exercise of the rights granted to a Party by the other Party pursuant to Section 3.5(a) and Section 3.5(c) shall not unreasonably interfere with such other Party’s or its Affiliate’s, as applicable, operations or with the rights of owners in fee with respect to the applicable lands, and such rights will be exercise in material compliance with all applicable Laws and the safety and other reasonable access requirements of the granting Party. (e) Each Party shall be responsible for for, and shall release, defend, indemnify and hold harmless the other Party’s Group for, any Losses Claims caused by such Party’s use of its access rights pursuant to this Section 3.5. Subject to Section 3.5(b) and Section 3.5(c), each Party Shipper shall maintain all roads owned by that Party it upon the Dedicated Properties as reasonably necessary for the other Party Gatherer to access the Xxxxx and its facilities located thereon; provided that the Party given access to such roads shall bear its proportionate share (based on use) of the costs of maintenance of such roads.