Common use of Uneconomic Systems Clause in Contracts

Uneconomic Systems. After the end of the Minimum Volume Period, Gatherer shall have the right to declare, acting reasonably, that the operation of all of any Xxxxxxx Gathering System is uneconomic (as defined below) by Notifying Producers. Upon receipt of such Notice by Producers, Gatherer and Producers shall negotiate in good faith to reach agreement on additional gathering fees to be paid by Producers for Producers’ Gas and MV Mitigation Gas gathered on such Xxxxxxx Gathering System that would cause the operation of that Xxxxxxx Gathering System to be economic to Gatherer. If the Parties fail to reach agreement on such additional gathering fees within a reasonable period of time, then Gatherer will have the right, upon no less than 90 Days advance Notice of abandonment to Producers, to abandon and cease operating such Xxxxxxx Gathering System, with no further liability to Producers under this Agreement or otherwise with respect to gathering Producers’ Gas or MV Mitigation Gas on such Gathering System. Subject to the Additional Agreement, Producers, at their option, may elect to take assignment of Gatherer’s right, title, and interest in and to such Xxxxxxx Gathering System by providing Notice to Gatherer no later than 30 Days prior to the date on which Gatherer proposes to abandon such Xxxxxxx Gathering System, whereupon Gatherer shall assign to Producers (or their designee) all of Gatherer’s right, title, and interest in and to such Xxxxxxx Gathering System and any third party gathering agreements (to the extent assignable at no cost to Gatherer) on such Xxxxxxx Gathering System, without any representation or warranty whatsoever, except that Gatherer shall represent that there are no liens or encumbrances created by or through Gatherer burdening Gatherer’s title to the transferred assets. For purposes of this Section 12 of Exhibit A, a Xxxxxxx Gathering System shall be treated as uneconomic at such time as the Operating Cash Flow for that Xxxxxxx Gathering System for the 12 Months preceding such determination is negative. For purposes of the preceding sentence, “Operating Cash Flow” is defined as the earnings attributable to such Xxxxxxx Gathering System, before deducting interest, taxes, depreciation, and amortization, less normal maintenance capital, as reasonably determined by Gatherer.

Uneconomic Systems. After the end of the Minimum Volume Period, Gatherer shall have the right to declare, acting reasonably, that the operation of all of any Xxxxxxx Gathering System is uneconomic (as defined below) by Notifying Producers. Upon receipt of such Notice by Producers, Gatherer and Producers shall negotiate in good faith to reach agreement on additional gathering fees to be paid by Producers for Producers’ Gas and MV Mitigation Gas gathered on such Xxxxxxx Gathering System that would cause the operation of that Xxxxxxx Gathering System to be economic to Gatherer. If the Parties fail to reach agreement on such additional gathering fees within a reasonable period of time, then Gatherer will have the right, upon no less than 90 Days advance Notice of abandonment to Producers, to abandon and cease operating such Xxxxxxx Gathering System, with no further liability to Producers under this Agreement or otherwise with respect to gathering Producers’ Gas or MV Mitigation Gas on such Xxxxxxx Gathering System. Subject to the Additional Agreement, Producers, at their option, may elect to take assignment of Gatherer’s right, title, and interest in and to such Xxxxxxx Gathering System by providing Notice to Gatherer no later than 30 Days prior to the date on which Gatherer proposes to abandon such Xxxxxxx Gathering System, whereupon Gatherer shall assign to Producers (or their designee) all of Gatherer’s right, title, and interest in and to such Xxxxxxx Gathering System and any third party gathering agreements (to the extent assignable at no cost to Gatherer) on such Xxxxxxx Gathering System, without any representation or warranty whatsoever, except that Gatherer shall represent that there are no liens or encumbrances created by or through Gatherer burdening Gatherer’s title to the transferred assets. For purposes of this Section 12 of Exhibit A, a Xxxxxxx Gathering System shall be treated as uneconomic at such time as the Operating Cash Flow for that Xxxxxxx Gathering System for the 12 Months preceding such determination is negative. For purposes of the preceding sentence, “Operating Cash Flow” is defined as the earnings attributable to such Xxxxxxx Gathering System, before deducting interest, taxes, depreciation, and amortization, less normal maintenance capital, as reasonably determined by Gatherer.assign