Common use of Trucking Clause in Contracts

Trucking. (a) If Gatherer is not able to receive volumes of Dedicated Crude Oil into the Gathering System up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason, including (i) Force Majeure, (ii) delays in construction of Planned CDPs under Section 3.3(b) and of the initial Gathering System under Section 3.4, (iii) inability to obtain right of way under Section 3.5(c), (iv) Maintenance under Section 6.2, (v) curtailment under Section 6.3, (vi) insufficient pressures at the Receipt Points under Section 7.1 or (vii) lack of electrical facilities under Section 7.4, then Gatherer shall truck such volumes to the Central Processing Facility, and Shipper shall pay the Fees as if such volumes had been gathered by Gatherer into the Gathering System; provided, however, that the volumes that Gatherer must truck on any Day from any DSU shall not exceed the Maximum DSU Volume minus actual Barrels received at the Receipt Points on the Gathering System on such DSU on such Day. Within 30 Days of commencing trucking operations pursuant to this Section 6.4(a), Gatherer shall provide Shipper with a written explanation detailing the reason for its inability to receive volumes into the Gathering System, and its commitment to diligently pursue a plan to achieve delivery of all volumes of Crude Oil tendered by Shipper up to the Maximum DSU Volume for any DSU through the Gathering System at each affected DSU. The Parties may mutually agree to review capacity in excess of the Maximum DSU Volume for any DSU. Notwithstanding the foregoing, in no event shall Gatherer be required to provide trucking services pursuant to this Section 6.4(a) for a period in excess of [***] consecutive months per DSU; provided that if Gatherer is not able to receive volumes up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason other than Force Majeure and, as a result, Shipper has excess volume that is being curtailed on the Gathering System for a period in excess of [***] months, then Gatherer shall (at Shipper’s request and option) either (A) permanently release the entire DSU or any portion thereof associated with the Xxxxx connected to such CDP from the dedication and commitment made by Producer and Shipper under this Agreement or (B) continue to truck excess volumes up to the Maximum DSU Volume beyond the aforementioned [***] month period and charge the actual third party invoiced costs to Shipper for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees for all such Crude Oil). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Fee. (b) For volumes of Crude Oil that Gatherer is unable to receive into the Gathering System for any reason that Gatherer is not obligated to pick up by truck pursuant to Section 6.4(a), Gatherer shall, if requested by Shipper, truck such volumes and charge actual third party invoiced costs to Shipper for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees for all such Crude Oil). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Fee.

Trucking. (a) If Gatherer is not able to receive volumes of Dedicated Crude Oil into the Gathering System up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason, including (i) Force Majeure, (ii) delays in construction of Planned CDPs under Section 3.3(b) and of the initial Gathering System under Section 3.4, (iii) inability to obtain right of way under Section 3.5(c), (iv) Maintenance under Section 6.2, (v) curtailment under Section 6.3, (vi) insufficient pressures at the Receipt Points under Section 7.1 or (vii) lack of electrical facilities under Section 7.4, then Gatherer shall truck such volumes to the Central Processing Facility, and Shipper shall pay the Fees as if such volumes had been gathered by Gatherer into the Gathering System; provided, however, that the volumes that Gatherer must truck on any Day from any DSU shall not exceed the Maximum DSU Volume minus actual Barrels received at the Receipt Points on the Gathering System on such DSU on such Day. Within 30 Days of commencing trucking operations pursuant to this Section 6.4(a), Gatherer shall provide Shipper with a written explanation detailing the reason for its inability to receive volumes into the Gathering System, and its commitment to diligently pursue a plan to achieve delivery of all volumes of Crude Oil tendered by Shipper up to the Maximum DSU Volume for any DSU through the Gathering System at each affected DSU. The Parties may mutually agree to review capacity in excess of the Maximum DSU Volume for any DSU. Notwithstanding the foregoing, in no event shall Gatherer be required to provide trucking services pursuant to this Section 6.4(a) for a period in excess of [***] consecutive months Months per DSU; provided that if Gatherer is not able to receive volumes up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason other than Force Majeure and, as a result, Shipper has excess volume that is being curtailed on the Gathering System for a period in excess of [***] monthsMonths, then Gatherer shall (at Shipper’s request and option) either (A) permanently release the entire DSU or any portion thereof associated with the Xxxxx connected to such CDP from the dedication and commitment made by Producer and Shipper under this Agreement or (B) continue to truck excess volumes up to the Maximum DSU Volume beyond the aforementioned [***] month Month period and charge the actual third party invoiced costs to Shipper for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees for all such Crude Oil). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Fee. (b) For volumes of Crude Oil that Gatherer is unable to receive into the Gathering System for any reason that Gatherer is not obligated to pick up by truck pursuant to Section 6.4(a), Gatherer shall, if requested by Shipper, truck such volumes and charge actual third party invoiced costs to Shipper for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees for all such Crude Oil). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Fee.

Trucking. (a) If Gatherer is not able to receive volumes of Dedicated Crude Oil Saltwater into the Gathering System up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason, including (i) Force Majeure, (ii) delays in construction of Planned CDPs under Section 3.3(b) and of the initial Gathering System under Section 3.4), (iii) inability to obtain right of way under Section 3.5(c3.4(c), (iv) Maintenance under Section 6.2, (v) curtailment under Section 6.3, (vi) insufficient pressures pressure at the Receipt Points under Section 7.1 or (vii) lack of electrical facilities under Section 7.47.3, then Gatherer shall truck such volumes to the Central Processing Facility, and Shipper shall pay the Fees as if such volumes had been gathered by Gatherer into the Gathering Systema Disposal Well; provided, however, that the volumes that Gatherer must truck on any Day from any DSU shall not exceed the Maximum DSU Volume minus actual Barrels received at the Receipt Points on the Gathering System on such DSU on such Day. For all volumes of Saltwater picked up by Gatherer by truck in accordance with this Section 6.4(a), Gatherer shall be entitled to receive the sum of (1) the actual third party invoiced cost for trucking such Saltwater not to exceed the Gathering Fee and (2) the Disposal Fee. Gatherer shall use reasonable efforts to minimize trucking costs by bidding out the required trucking services on an annual basis or more frequently as requested by Producer, but not to exceed two times per Contract Year. Gatherer shall provide the results of each such bid process to Producer. Within 30 Days of commencing trucking operations pursuant to this Section 6.4(a), Gatherer shall provide Shipper Producer with a written explanation detailing the reason for its inability to receive volumes into the Gathering System, and its commitment to diligently pursue a plan to achieve delivery of all volumes of Crude Oil Saltwater tendered by Shipper Producer up to the Maximum DSU Volume for any DSU through the Gathering System at each affected DSU. The Parties may mutually agree to review capacity in excess of the Maximum DSU Volume for any DSU. Notwithstanding the foregoing, in no event shall Gatherer be required to provide trucking services pursuant to this Section 6.4(a) for a period in excess of [***] consecutive months per DSU; provided that if Gatherer is not able to receive volumes up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason other than Force Majeure and, as a result, Shipper Producer has excess volume that is being curtailed on the Gathering System for a period in excess of [***] months, then Gatherer shall (at ShipperProducer’s request and option) either (A) permanently release the entire DSU or any portion thereof associated with the Xxxxx connected to such CDP from the dedication and commitment made by Producer and Shipper under this Agreement or (B) continue to truck excess volumes up to the Maximum DSU Volume beyond the aforementioned [***] month period and charge receive the actual third party invoiced costs to Shipper Fees for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees for all such Crude Oil). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Feevolumes. (b) For volumes of Crude Oil Saltwater that Gatherer is unable to receive into the Gathering System for any reason that Gatherer is not obligated to pick up by truck pursuant to Section 6.4(a), Gatherer shall, if requested by ShipperProducer, truck such volumes and charge actual third party invoiced costs to Shipper Producer for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees Disposal Fee for all such Crude OilSaltwater). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Fee.

Trucking. (a) If Gatherer is not able to receive volumes of Dedicated Crude Oil Saltwater into the Gathering System up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason, including (i) Force Majeure, (ii) delays in construction of Planned CDPs under Section 3.3(b) and of the initial Gathering System under Section 3.4), (iii) inability to obtain right of way under Section 3.5(c3.4(c), (iv) Maintenance under Section 6.2, (v) curtailment under Section 6.3, (vi) insufficient pressures pressure at the Receipt Points under Section 7.1 or (vii) lack of electrical facilities under Section 7.47.3, then Gatherer shall truck such volumes to the Central Processing Facility, and Shipper shall pay the Fees as if such volumes had been gathered by Gatherer into the Gathering Systema Disposal Well; provided, however, that the volumes that Gatherer must SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] truck on any Day from any DSU shall not exceed the Maximum DSU Volume minus actual Barrels received at the Receipt Points on the Gathering System on such DSU on such Day. For all volumes of Saltwater picked up by Gatherer by truck in accordance with this Section 6.4(a), Gatherer shall be entitled to receive the sum of (1) the actual third party invoiced cost for trucking such Saltwater not to exceed the Gathering Fee and (2) the Disposal Fee. Gatherer shall use reasonable efforts to minimize trucking costs by bidding out the required trucking services on an annual basis or more frequently as requested by Producer, but not to exceed two times per Contract Year. Gatherer shall provide the results of each such bid process to Producer. Within 30 Days of commencing trucking operations pursuant to this Section 6.4(a), Gatherer shall provide Shipper Producer with a written explanation detailing the reason for its inability to receive volumes into the Gathering System, and its commitment to diligently pursue a plan to achieve delivery of all volumes of Crude Oil Saltwater tendered by Shipper Producer up to the Maximum DSU Volume for any DSU through the Gathering System at each affected DSU. The Parties may mutually agree to review capacity in excess of the Maximum DSU Volume for any DSU. Notwithstanding the foregoing, in no event shall Gatherer be required to provide trucking services pursuant to this Section 6.4(a) for a period in excess of [***] consecutive months per DSU; provided that if Gatherer is not able to receive volumes up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason other than Force Majeure and, as a result, Shipper Producer has excess volume that is being curtailed on the Gathering System for a period in excess of [***] months, then Gatherer shall (at ShipperProducer’s request and option) either (A) permanently release the entire DSU or any portion thereof associated with the Xxxxx connected to such CDP from the dedication and commitment made by Producer and Shipper under this Agreement or (B) continue to truck excess volumes up to the Maximum DSU Volume beyond the aforementioned [***] month period and charge receive the actual third party invoiced costs to Shipper Fees for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees for all such Crude Oil). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Feevolumes. (b) For volumes of Crude Oil Saltwater that Gatherer is unable to receive into the Gathering System for any reason that Gatherer is not obligated to pick up by truck pursuant to Section 6.4(a), Gatherer shall, if requested by ShipperProducer, truck such volumes and charge actual third party invoiced costs to Shipper Producer for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees Disposal Fee for all such Crude OilSaltwater). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Fee.

Trucking. (a) If Gatherer is not able to receive volumes of Dedicated Crude Oil Saltwater into the Gathering System up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason, including (i) Force Majeure, (ii) delays in construction of Planned Required Connection CDPs under Section 3.3(b) and of the initial Gathering System under Section 3.43.3(f), (iii) inability to obtain right of way under Section 3.5(c3.4(c), (iv) Maintenance under Section 6.2, (v) curtailment under Section 6.3, (vi) insufficient pressures pressure at the Receipt Points under Section 7.1 or (vii) lack of electrical facilities under Section 7.47.3, then Gatherer shall truck such volumes to the Central Processing Facility, and Shipper shall pay the Fees as if such volumes had been gathered by Gatherer into the Gathering Systema Disposal Well; provided, however, that the volumes that Gatherer must truck on any Day from any DSU shall not exceed the Maximum DSU Volume minus actual Barrels received at the Receipt Points on the Gathering System on such DSU on such Day. For all volumes of Saltwater picked up by Gatherer by truck in accordance with this Section 6.4(a), Gatherer shall be entitled to receive the sum of (1) the actual third party invoiced cost for trucking such Saltwater not to exceed the Gathering Fee and (2) the Disposal Fee. Gatherer shall use reasonable efforts to minimize trucking costs by bidding out the required trucking services on an annual basis or more frequently as requested by Producer, but not to exceed two times per Contract Year. Gatherer shall provide the results of each such bid process to Producer. Within 30 Days of commencing trucking operations pursuant to this Section 6.4(a), Gatherer shall provide Shipper Producer with a written explanation detailing the reason for its inability to receive volumes into the Gathering System, and its commitment to diligently pursue a plan to achieve delivery of all volumes of Crude Oil Saltwater tendered by Shipper Producer up to the Maximum DSU Volume for any DSU through the Gathering System at each affected DSU. The Parties may mutually agree to review capacity in excess of the Maximum DSU Volume for any DSU. Notwithstanding the foregoing, in no event shall Gatherer be required to provide trucking services pursuant to this Section 6.4(a) for a period in excess of [***] consecutive months per DSU; provided that if Gatherer is not able to receive volumes up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason other than Force Majeure and, as a result, Shipper Producer has excess volume that is being curtailed on the Gathering System for a period in excess of [***] months, then Gatherer shall (at ShipperProducer’s request and option) either (A) permanently release the entire DSU or any portion thereof associated with the Xxxxx connected to such CDP from the dedication and commitment made by Producer and Shipper under this Agreement or (B) continue to truck excess volumes up to the Maximum DSU Volume beyond the aforementioned [***] month period and charge receive the actual third party invoiced costs to Shipper Fees for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees for all such Crude Oil). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Feevolumes. (b) For volumes of Crude Oil Saltwater that Gatherer is unable to receive into the Gathering System for any reason that Gatherer is not obligated to pick up by truck pursuant to Section 6.4(a), Gatherer shall, if requested by ShipperProducer, truck such volumes and charge actual third party invoiced costs to Shipper Producer for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees Disposal Fee for all such Crude OilSaltwater). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Fee.

Trucking. (a) If Gatherer is not able to receive volumes of Dedicated Crude Oil Saltwater into the Gathering System up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason, including (i) Force Majeure, (ii) delays in construction of Planned CDPs under Section 3.3(b) and of the initial Gathering System under Section 3.4), (iii) inability to obtain right of way under Section 3.5(c3.4(c), (iv) Maintenance under Section 6.2, (v) curtailment under Section 6.3, (vi) insufficient pressures pressure at the Receipt Points under Section 7.1 or (vii) lack of electrical facilities under Section 7.47.3, then Gatherer shall truck such volumes to the Central Processing Facility, and Shipper shall pay the Fees as if such volumes had been gathered by Gatherer into the Gathering Systema Disposal Well; provided, however, that the volumes that Gatherer must truck on any Day from any DSU shall not exceed the Maximum DSU Volume minus actual Barrels received at the Receipt Points on the Gathering System on such DSU on such Day. For all volumes of Saltwater picked up by Gatherer by truck in accordance with this Section 6.4(a), Gatherer shall be entitled to receive the sum of (1) the actual third party invoiced cost for trucking such Saltwater not to exceed the Gathering Fee and (2) the Disposal Fee. Gatherer shall use reasonable efforts to minimize trucking costs by bidding out the required trucking services on an annual basis or more frequently as requested by Producer, but not to exceed two times per Contract Year. Gatherer shall provide the results of each such bid process to Producer. Within 30 Days of commencing trucking operations pursuant to this Section 6.4(a), Gatherer shall provide Shipper Producer with a written explanation detailing the reason for its inability to receive volumes into the Gathering System, and its commitment to diligently pursue a plan to achieve delivery of all volumes of Crude Oil Saltwater tendered by Shipper Producer up to the Maximum DSU Volume for any DSU through the Gathering System at each affected DSU. The Parties may mutually agree to review capacity in excess of the Maximum DSU Volume for any DSU. Notwithstanding the foregoing, in no event shall Gatherer be required to provide trucking services pursuant to this Section 6.4(a) for a period in excess of [***] consecutive months Months per DSU; provided that if Gatherer is not able to receive volumes up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason other than Force Majeure and, as a result, Shipper Producer has excess volume that is being curtailed on the Gathering System for a period in excess of [***] monthsMonths, then Gatherer shall (at ShipperProducer’s request and option) either (A) permanently release the entire DSU or any portion thereof associated with the Xxxxx connected to such CDP from the dedication and commitment made by Producer and Shipper under this Agreement or (B) continue to truck excess volumes up to the Maximum DSU Volume beyond the aforementioned [***] month period and charge receive the actual third party invoiced costs to Shipper Fees for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees for all such Crude Oil). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Feevolumes. (b) For volumes of Crude Oil Saltwater that Gatherer is unable to receive into the Gathering System for any reason that Gatherer is not obligated to pick up by truck pursuant to Section 6.4(a), Gatherer shall, if requested by ShipperProducer, truck such volumes and charge actual third party invoiced costs to Shipper Producer for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees Disposal Fee for all such Crude OilSaltwater). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Fee. (c) The Parties agree and acknowledge that for any volumes of Saltwater delivered by Producer to the Disposal Xxxxx pursuant to Section 3.1(i), Producer shall pay Gatherer the Disposal Fee associated with such volumes of Saltwalter, but shall not be responsible for the Gathering Fee hereunder with respect to such volumes of Saltwater.

Trucking. (a) If Gatherer is not able to receive volumes of Dedicated Crude Oil Saltwater into the Gathering System up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason, including (i) Force Majeure, (ii) delays in construction of Planned Required Connection CDPs under Section 3.3(b) and of the initial Gathering System under Section 3.43.3(f), (iii) inability to obtain right of way under Section 3.5(c3.4(c), (iv) Maintenance under Section 6.2, (v) curtailment under Section 6.3, (vi) insufficient pressures pressure at the Receipt Points under Section 7.1 or (vii) lack of electrical facilities under Section 7.47.3, then Gatherer shall truck such volumes to the Central Processing Facility, and Shipper shall pay the Fees as if such volumes had been gathered by Gatherer into the Gathering Systema Disposal Well; provided, however, that the volumes that Gatherer must truck on any Day from any DSU shall not exceed the Maximum DSU Volume minus actual Barrels received at the Receipt Points on the Gathering System on such DSU on such Day. For all volumes of Saltwater picked up by Gatherer by truck in accordance with this Section 6.4(a), Gatherer shall be entitled to receive the sum of (1) the actual third party invoiced cost for trucking such Saltwater not to exceed the Gathering Fee and (2) the Disposal Fee. Gatherer shall use reasonable efforts to minimize trucking costs by bidding out the required trucking services on an annual basis or more frequently as requested by Producer, but not to exceed two times per Contract Year. Gatherer shall provide the results of each such bid process to Producer. Within 30 Days of commencing trucking operations pursuant to this Section 6.4(a), Gatherer shall provide Shipper Producer with a written explanation detailing the reason for its inability to receive volumes into the Gathering System, and its commitment to diligently pursue a plan to achieve delivery of all volumes of Crude Oil Saltwater tendered by Shipper Producer up to the Maximum DSU Volume for any DSU through the Gathering System at each affected DSU. The Parties may mutually agree to review capacity in excess of the Maximum DSU Volume for any DSU. Notwithstanding the foregoing, in no event shall Gatherer be required to provide trucking services pursuant to this Section 6.4(a) for a period in excess of [***] consecutive months Months per DSU; provided that if Gatherer is not able to receive volumes up to the Maximum DSU Volume at the Receipt Points on each DSU on any Day for any reason other than Force Majeure and, as a result, Shipper Producer has excess volume that is being curtailed on the Gathering System for a period in excess of [***] monthsMonths, then Gatherer shall (at ShipperProducer’s request and option) either (A) permanently release the entire DSU or any portion thereof associated with the Xxxxx connected to such CDP from the dedication and commitment made by Producer and Shipper under this Agreement or (B) continue to truck excess volumes up to the Maximum DSU Volume beyond the aforementioned [***] month Month period and charge receive the actual third party invoiced costs to Shipper Fees for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees for all such Crude Oil). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Feevolumes. (b) For volumes of Crude Oil Saltwater that Gatherer is unable to receive into the Gathering System for any reason that Gatherer is not obligated to pick up by truck pursuant to Section 6.4(a), Gatherer shall, if requested by ShipperProducer, truck such volumes and charge actual third party invoiced costs to Shipper Producer for such trucking in lieu of the Gathering Fee (but Gatherer shall continue to receive the other applicable Fees Disposal Fee for all such Crude OilSaltwater). For the avoidance of doubt, such actual third party invoiced costs to truck shall not be limited to the Gathering Fee. (c) The Parties agree and acknowledge that for any volumes of Saltwater delivered by Producer to the Disposal Xxxxx pursuant to Section 3.1(i), Producer shall pay Gatherer the Disposal Fee associated with such volumes of Saltwater, but shall not be responsible for the Gathering Fee hereunder with respect to such volumes of Saltwater.