UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 26, 2018 (April 25, 2018)
 
EQT Corporation
(Exact name of registrant as specified in its charter)

Pennsylvania	 	1-3551	 	25-0464690	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	

625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania	 	15222	
(Address of principal executive offices)	 	(Zip Code)	
 
Registrant’s telephone number, including area code: (412) 553-5700
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
x      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.

 	Emerging growth company  o	
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 
Item 1.01. Entry Into a Material Definitive Agreement.
 
Merger Agreement
 
On April 25, 2018, EQT Midstream Partners, LP, a Delaware limited partnership (EQM) and a subsidiary of EQT Corporation (EQT), entered into an Agreement and Plan of Merger (the Merger Agreement) with EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (the EQM General Partner), EQM Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EQM (Merger Sub), EQM GP Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EQM (GP Merger Sub), Rice Midstream Partners LP, a Delaware limited partnership and subsidiary of EQT (RMP), Rice Midstream Management LLC, a Delaware limited liability company and the general partner of RMP (the RMP General Partner), and, solely for purposes of certain provisions therein, EQT.
 
Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into RMP (the Merger), with RMP continuing as the surviving entity and a wholly owned subsidiary of EQM. The Merger Agreement also provides that GP Merger Sub will merge with and into the RMP General Partner, with the RMP General Partner continuing as the surviving entity and a wholly owned subsidiary of EQM. Following the recommendation of the conflicts committee (the RMP Conflicts Committee) of the board of directors of the RMP General Partner (the RMP Board), the RMP Board approved the Merger Agreement, agreed to submit the Merger Agreement to a vote of RMP unitholders and agreed to recommend that RMP’s unitholders adopt the Merger Agreement. Following the recommendation of the conflicts committee (the EQM Conflicts Committee) of the board of directors of the EQM General Partner (the EQM Board), the EQM Board approved the Merger Agreement.
 
At the effective time of the Merger (the Effective Time), (i) each common unit representing a limited partner interest in RMP (each, an RMP Common Unit) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.3319 (the Exchange Ratio) common units representing limited partner interests in EQM (the EQM Common Units) (the Merger Consideration), (ii) the issued and outstanding incentive distributions rights of RMP (the RMP IDRs) will be cancelled and (iii) each outstanding award of phantom units in respect of RMP Common Units will be fully vested and converted into the right to receive the Merger Consideration, less applicable tax withholding, in respect of each RMP Common Unit subject thereto.
 
RMP has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative business combinations. However, the RMP Board and the RMP Conflicts Committee may change its recommendation in favor of the adoption of the Merger Agreement if, (i) in connection with the receipt of an alternative proposal, it determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to effect such a change in recommendation would be inconsistent with its duties under applicable law as modified by RMP’s partnership agreement or (ii) in connection with a material event, circumstance, change or development that arises or occurs after the date of the Merger Agreement and that was not reasonably foreseeable at the time of the Merger Agreement, it determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to effect such a change in recommendation would be inconsistent with its duties under applicable law as modified by RMP’s partnership agreement.
 
The completion of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including, but not limited to: (i) approval of the Merger Agreement by a majority of RMP’s unitholders, (ii) approval for listing of the EQM Common Units issuable as Merger Consideration on the New York Stock Exchange, (iii) there being no law or injunction prohibiting the consummation of the transactions contemplated by the Merger Agreement, (iv) expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), (v) the effectiveness of a registration statement on Form S-4 relating to the EQM Common Units issuable as Merger Consideration, (vi) subject to specified materiality standards, the accuracy of the representations and warranties of the other party, (vii) compliance by the other party in all material respects with its covenants, (viii) the receipt by EQM and RMP of certain tax opinions covering such matters as described in the Merger Agreement, (ix) the Drop-Down Transactions (as defined below) having been completed or being capable of completion substantially simultaneously with the completion of the Merger, and (x) the IDR Transaction (as defined below) having been completed.
 
EQM and RMP have made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of each of EQM’s and RMP’s business between the date of the signing of the Merger Agreement
 
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and the closing date of the Merger and (ii) the efforts of the parties to cause the Merger to be completed, including actions which may be necessary to cause the expiration or termination of the waiting period under the HSR Act, if applicable. Pursuant to the terms of the Merger Agreement, EQM and RMP have agreed to (including to cause their respective subsidiaries to) use their reasonable best efforts to resolve any objections that a governmental authority may assert under antitrust laws with respect to the Merger, and to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any governmental authority with respect to the Merger, in each case, so as to enable the closing of the Merger to occur as promptly as practicable and in any event no later than on December 31, 2018.
 
The Merger Agreement contains certain termination rights for EQM and RMP. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain circumstances, (i) RMP may be required to reimburse EQM’s expenses up to $5 million or pay EQM a termination fee equal to $63.4 million less any previous reimbursements by RMP, and (ii) EQM may be required to reimburse RMP’s expenses up to $5 million.
 
EQT has agreed that until the Effective Time or termination of the Merger Agreement, it will vote all limited partner interests in RMP owned beneficially or of record by it or any of its subsidiaries in favor of approval of the Merger and the approval of any actions required in furtherance thereof. As of the date of the Merger Agreement, EQT indirectly owned 100% of the outstanding limited liability company interests in the RMP General Partner and approximately 28.1% of the outstanding RMP Common Units.  As of the date of the Merger Agreement, EQT also indirectly owned 100% of the outstanding limited liability company interests in EQT GP Services, LLC, the general partner (the EQGP General Partner) of EQT GP Holdings, LP, a Delaware limited partnership (EQGP), and approximately 90.1% of the outstanding common units representing limited partner interests in EQGP (each, an EQGP Common Unit), and EQGP owned 100% of the outstanding limited liability company interests in the EQM General Partner and approximately 27.1% of the outstanding EQM Common Units.  As a result of the Merger, RMP’s common units will no longer be publicly traded.  EQT expects the Merger to close during the third quarter of 2018.
 
Drop-Down Agreement
 
On April 25, 2018, EQT, Rice Midstream Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of EQT (together with EQT, the EQT Parties), EQM and EQM Gathering Holdings, LLC (EQM Gathering), a Delaware limited liability company and wholly owned subsidiary of EQM (together with EQM, the EQM Parties), entered into a Contribution and Sale Agreement (the Drop-Down Agreement) pursuant to which the EQM Parties or their subsidiaries will acquire from the EQT Parties all of the EQT Parties’ interests in (i) Rice West Virginia Midstream LLC and Rice Olympus Midstream LLC and (ii) Strike Force Midstream Holdings LLC (Strike Force Holdings) in exchange for (A) an aggregate of 5,889,282 EQM Common Units and (B) aggregate cash consideration of $1.15 billion (each respective transaction described in the preceding clauses (i) and (ii) a Drop-Down Transaction, and collectively, the Drop-Down Transactions).  Strike Force Holdings owns a 75% limited liability company interest in Strike Force Midstream LLC, a Delaware limited liability company (Strike Force Midstream).  EQT expects to close the Drop-Down Transactions during the second quarter of 2018.
 
The parties to the Drop-Down Agreement have made representations and warranties and agreed to certain covenants, termination rights and indemnification rights customary for a transaction of this nature.  Completion of each Drop-Down Transaction is subject to certain conditions, including, among others, EQM having consummated one or more financings and received not less than the lesser of (i) $1.15 billion of aggregate net proceeds therefrom or (ii) 100% of the cash consideration for the applicable Drop-Down Transaction.  In addition, the EQT Parties are not required to complete the Drop-Down Transactions unless the Merger has been completed or is capable of being completed substantially simultaneously with such Drop-Down Transactions.  Following the recommendation of the EQM Conflicts Committee, the EQM Board approved the Drop-Down Agreement.
 
RMP IDR Purchase and Sale Agreement
 
On April 25, 2018, EQT, Rice Midstream GP Holdings LP, a Delaware limited partnership and wholly owned subsidiary of EQT (RMGH), and EQGP entered into an Incentive Distribution Rights Purchase and Sale Agreement (the RMP IDR Purchase Agreement) pursuant to which, subject to the terms and conditions thereof, EQGP will acquire all of the issued and outstanding RMP IDRs from RMGH in exchange for 36,293,766 EQGP Common Units (the IDR Transaction).  The RMP IDR Purchase Agreement is subject to certain conditions, including that the Drop-Down Transactions have been completed or are capable of being completed promptly following the closing of the IDR Transaction.  In addition, in the event the IDR Transaction is completed prior to the Merger and the Merger is not consummated on or prior to December 31, 2018 (or the Merger Agreement is
 
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earlier terminated), 8,539,710 of the EQGP Common Units issued to EQT will be cancelled and EQT will pay to EQGP an amount in cash equal to the aggregate amount of any distributions paid by EQT related to the forfeited EQGP Common Units.  Following the recommendation of the conflicts committee of the board of directors of the EQGP General Partner, the board of directors of the EQGP General Partner approved the RMP IDR Purchase Agreement.  EQT expects to close the IDR Transaction in the second quarter of 2018.
 
The Merger Agreement, the Drop-Down Agreement and the RMP IDR Purchase Agreement (collectively, the Transaction Agreements) are attached hereto as Exhibits 2.1, 2.2 and 2.3, respectively, and are incorporated herein by reference. The foregoing summary has been included to provide investors and security holders with information regarding the terms of the Transaction Agreements and is qualified in its entirety by the terms and conditions of such Transaction Agreements. It is not intended to provide any other factual information about EQT, EQM, RMP, EQGP or their respective subsidiaries and affiliates. The Transaction Agreements contain representations and warranties by the respective parties thereto, which were made only for purposes of the applicable Transaction Agreements and as of specified dates. The representations, warranties and covenants in the Transaction Agreements were made solely for the benefit of the applicable parties thereto, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of EQT, EQM, RMP, EQGP or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transaction Agreements, which subsequent information may or may not be fully reflected in EQT’s, EQM’s, RMP’s or EQGP’s public disclosures.
 
Item 8.01.  Other Events.
 
Gulfport Transaction
 
On April 25, 2018, EQM, EQM Gathering, Gulfport Energy Corporation (Gulfport) and an affiliate of Gulfport entered into a Purchase and Sale Agreement pursuant to which EQM will acquire the remaining 25% limited liability company interest in Strike Force Midstream not owned by EQT for $175 million (the Gulfport Transaction).  The completion of the Gulfport Transaction is subject to certain customary closing conditions.  EQM expects to close the Gulfport Transaction during the second quarter of 2018.
 
Cautionary Statement Regarding Forward-Looking Information
 
Disclosures in this Form 8-K contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this communication specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of EQT and its affiliates, including EQGP, EQM and RMP, including whether the midstream transactions are completed, as expected or at all, and the timing of any such transactions; whether the conditions to the midstream transactions can be satisfied; whether the operational, financial and strategic benefits of the midstream transactions can be achieved; whether the costs and expenses of the midstream transactions can be controlled within expectations; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the midstream transactions; competitive responses to the transactions; the possibility that the anticipated benefits of the transactions are not realized when expected or at all; the possibility that the transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transactions; and litigation relating to the transactions. These statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. EQT has based these forward-looking statements on current expectations and assumptions about future events. While EQT considers these expectations and assumptions to be reasonable, they are inherently subject to significant business,
 
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economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond EQT’s control. The risks and uncertainties that may affect the operations, performance and results of EQT’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors” of EQT’s Form 10-K for the year ended December 31, 2017, as updated by any subsequent Form 10-Qs.
 
All forward-looking statements speak only as of the date they are made and are based on information available at that time. EQT assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
 
No Offer or Solicitation
 
This report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made expect by means of a prospectus meeting the requirements of Section l0 of the Securities Act.
 
Additional Information and Where to Find It
 
In connection with their proposed business combination transaction, EQM and RMP intend to file a registration statement on Form S-4, containing a proxy statement/prospectus (the Form S-4) with the SEC. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other documents that EQM or RMP may file with the SEC or send to RMP unitholders in connection with the proposed transaction.  UNITHOLDERS OF RMP ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN IF AND WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  When available, investors and security holders will be able to obtain copies of these documents, including the proxy statement/prospectus and the registration statement, and any other documents that may be filed with the SEC with respect to the proposed transactions free of charge at the SEC’s website, http://www.sec.gov or as described in the following paragraph.
 
The documents filed with the SEC by EQT and its publicly traded subsidiaries (including EQM, RMP and EQGP) may be obtained free of charge at the applicable website (www.eqt.com for EQT, www.eqtmidstreampartners.com for EQGP and EQM, and www.ricemidstream.com for RMP) or by requesting them by mail at EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, PA 15222, Attention: Investor Relations, or by telephone at (412) 553-5700.
 
Participants in the Solicitation
 
EQT, EQM, RMP and EQGP (EQM, RMP and EQGP collectively, the Partnerships) and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of RMP in connection with the proposed transaction. Information about the directors and executive officers of the general partners of EQM, RMP and EQGP is set forth, respectively, in the Annual Report on Form 10-K for the year ended December 31, 2017 filed by such Partnership with the SEC on February 15, 2018 and certain of the Partnerships’ respective Current Reports on Form 8-K. Information regarding EQT’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2017 filed by EQT with the SEC on February 15, 2018, EQT’s definitive proxy statement for its 2017 annual meeting of shareholders filed with the SEC on February 17, 2017 and certain of EQT’s Current Reports on Form 8-K.  These documents can be obtained free of charge from the sources indicated above.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
 
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Item 9.01.      Financial Statements and Exhibits.
 
(d)     Exhibits.

Exhibit No.	 	Description	
2.1	 	Agreement and Plan of Merger, dated as of April 25, 2018, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Acquisition Sub, LLC, EQM GP Acquisition Sub, LLC, Rice Midstream Partners LP, Rice Midstream Management LLC and, solely for purposes of certain provisions thereof, EQT Corporation*	
2.2	 	Contribution and Sale Agreement, dated as of April 25, 2018, by and among EQT Corporation, Rice Midstream Holdings LLC, EQT Midstream Partners, LP and EQM Gathering Holdings, LLC*	
2.3	 	Incentive Distribution Rights Purchase and Sale Agreement, dated as of April 25, 2018, by and among EQT GP Holdings, LP, Rice Midstream GP Holdings LP and EQT Corporation	

*Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. EQM agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the Agreement and Plan of Merger and the Contribution and Sale Agreement.
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	EQT CORPORATION	

Date: April 26, 2018	By:	/s/ Robert J. McNally	
 	 	Robert J. McNally	
 	 	Senior Vice President and Chief Financial Officer	
 
Signature Page to Announcement Form 8-K (EQT Corporation)
 
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Exhibit 2.1 
 
EXECUTION VERSION
 
AGREEMENT AND PLAN OF MERGER
 
Dated as of April 25, 2018
 
among
 
EQT MIDSTREAM PARTNERS, LP,
 
EQT MIDSTREAM SERVICES, LLC,
 
EQM ACQUISITION SUB, LLC,
 
EQM GP ACQUISITION SUB, LLC,
 
RICE MIDSTREAM PARTNERS LP,
 
RICE MIDSTREAM MANAGEMENT LLC,
 
and,
 
solely for purposes of Sections 5.15 and 5.16 and Article VIII,
 
EQT CORPORATION

 
TABLE OF CONTENTS

ARTICLE I THE MERGER AND THE GP MERGER	 	3	
 	 	 	
Section 1.1	 	The Merger	 	3	
Section 1.2	 	The GP Merger	 	3	
Section 1.3	 	Closing	 	3	
Section 1.4	 	Effective Time	 	3	
Section 1.5	 	Effects of the Merger and the GP Merger	 	3	
 	 	 	 	 	
ARTICLE II EFFECT ON RMP UNITS AND RMP INCENTIVE DISTRIBUTION RIGHTS	 	4	
 	 	 	
Section 2.1	 	Conversion of RMP Units and Cancellation of RMP Incentive Distribution Rights	 	4	
Section 2.2	 	Exchange of Certificates	 	5	
Section 2.3	 	Treatment of RMP Phantom Units	 	8	
Section 2.4	 	Adjustments	 	9	
Section 2.5	 	No Dissenters’ or Appraisal Rights	 	9	
 	 	 	 	 	
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE RMP ENTITIES	 	9	
 	 	 	
Section 3.1	 	Organization, Standing and Power	 	9	
Section 3.2	 	Capitalization	 	10	
Section 3.3	 	Authority; Noncontravention; Voting Requirements	 	12	
Section 3.4	 	Governmental Approvals	 	13	
Section 3.5	 	RMP SEC Documents; Undisclosed Liabilities	 	13	
Section 3.6	 	Absence of Certain Changes or Events	 	15	
Section 3.7	 	Legal Proceedings	 	15	
Section 3.8	 	Compliance with Laws; Permits	 	16	
Section 3.9	 	Information Supplied	 	17	
Section 3.10	 	Tax Matters	 	17	
Section 3.11	 	Employee Benefits	 	18	
Section 3.12	 	Labor Matters	 	20	
Section 3.13	 	Environmental Matters	 	20	
Section 3.14	 	Contracts	 	21	
Section 3.15	 	Property	 	21	
Section 3.16	 	Intellectual Property	 	22	
Section 3.17	 	Insurance	 	22	
 
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Section 3.18	 	Opinion of Financial Advisor	 	22	
Section 3.19	 	Brokers and Other Advisors	 	23	
Section 3.20	 	State Takeover Statutes	 	23	
Section 3.21	 	Regulatory Matters	 	23	
Section 3.22	 	Investment Company Act	 	23	
Section 3.23	 	No Other Representations or Warranties	 	23	
 	 	 	 	 	
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE EQM ENTITIES	 	24	
 	 	 	
Section 4.1	 	Organization, Standing and Power	 	24	
Section 4.2	 	Capitalization	 	25	
Section 4.3	 	Authority; Noncontravention	 	26	
Section 4.4	 	Governmental Approvals	 	28	
Section 4.5	 	EQM SEC Documents; Undisclosed Liabilities	 	28	
Section 4.6	 	Absence of Certain Changes or Events	 	30	
Section 4.7	 	Legal Proceedings	 	30	
Section 4.8	 	Compliance with Laws; Permits	 	30	
Section 4.9	 	Information Supplied	 	31	
Section 4.10	 	Tax Matters	 	32	
Section 4.11	 	Employee Benefits	 	33	
Section 4.12	 	Labor Matters	 	34	
Section 4.13	 	Environmental Matters	 	35	
Section 4.14	 	Contracts	 	35	
Section 4.15	 	Property	 	36	
Section 4.16	 	Intellectual Property	 	37	
Section 4.17	 	Insurance	 	37	
Section 4.18	 	Brokers and Other Advisors	 	37	
Section 4.19	 	State Takeover Statutes	 	37	
Section 4.20	 	Regulatory Matters	 	37	
Section 4.21	 	Investment Company Act	 	38	
Section 4.22	 	No Other Representations or Warranties	 	38	
 	 	 	 	 	
ARTICLE V ADDITIONAL COVENANTS AND AGREEMENTS	 	38	
 	 	 	
Section 5.1	 	Preparation of the Registration Statement and the Proxy Statement; RMP Unitholders Meeting	 	38	
 
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Section 5.2	 	Conduct of Business	 	39	
Section 5.3	 	No Solicitation by RMP	 	44	
Section 5.4	 	Reasonable Best Efforts	 	48	
Section 5.5	 	Public Announcements	 	50	
Section 5.6	 	Access to Information; Confidentiality	 	50	
Section 5.7	 	Notification of Certain Matters	 	51	
Section 5.8	 	Indemnification and Insurance	 	52	
Section 5.9	 	Securityholder Litigation	 	53	
Section 5.10	 	Financing Matters	 	54	
Section 5.11	 	Fees and Expenses	 	54	
Section 5.12	 	Section 16 Matters	 	55	
Section 5.13	 	Listing	 	55	
Section 5.14	 	Distributions	 	55	
Section 5.15	 	Conflicts Committees	 	55	
Section 5.16	 	Voting and Consent	 	56	
Section 5.17	 	Tax Opinions	 	56	
 	 	 	 	 	
ARTICLE VI CONDITIONS PRECEDENT	 	56	
 	 	 	
Section 6.1	 	Conditions to Each Party’s Obligation to Effect the Merger and the GP Merger	 	56	
Section 6.2	 	Conditions to Obligations of EQM Entities to Effect the Merger and the GP Merger	 	57	
Section 6.3	 	Conditions to Obligation of RMP Entities to Effect the Merger and the GP Merger	 	58	
Section 6.4	 	Frustration of Closing Conditions	 	59	
 	 	 	 	 	
ARTICLE VII TERMINATION	 	59	
 	 	 	
Section 7.1	 	Termination	 	59	
Section 7.2	 	Effect of Termination	 	61	
Section 7.3	 	Fees and Expenses	 	61	
 	 	 	 	 	
ARTICLE VIII MISCELLANEOUS	 	64	
 	 	 	
Section 8.1	 	No Survival	 	64	
Section 8.2	 	Amendment or Supplement	 	64	
Section 8.3	 	Extension of Time, Waiver	 	65	
 
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Section 8.4	 	Assignment	 	65	
Section 8.5	 	Counterparts	 	65	
Section 8.6	 	Entire Agreement; No Third-Party Beneficiaries	 	66	
Section 8.7	 	Governing Law; Jurisdiction; Waiver of Jury Trial	 	66	
Section 8.8	 	Specific Enforcement	 	67	
Section 8.9	 	Notices	 	67	
Section 8.10	 	Severability	 	69	
Section 8.11	 	Interpretation	 	69	
Section 8.12	 	Non-Recourse	 	70	
Section 8.13	 	Definitions	 	70	
 
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INDEX OF DEFINED TERMS

Defined Term	 	Where Defined	
Affiliate	 	Section 8.13	
Agreement	 	Preamble	
Antitrust Laws	 	Section 8.13	
Balance Sheet Date	 	Section 3.5(d)	
Benefit Plan	 	Section 8.13	
Book-Entry Units	 	Section 2.1(c)	
business day	 	Section 8.13	
Certificate	 	Section 2.1(c)	
Certificate of GP Merger	 	Section 1.4	
Certificate of Merger	 	Section 1.4	
Clayton Act	 	Section 8.13	
Closing	 	Section 1.3	
Closing Date	 	Section 1.3	
Code	 	Section 2.2(j)	
Contract	 	Section 3.3(a)	
control	 	Section 8.13	
controlled by	 	Section 8.13	
DLLCA	 	Section 8.13	
Drop-Down Agreements	 	Section 8.13	
Drop-Down Transactions	 	Section 8.13	
DRULPA	 	Section 8.13	
Effective Time	 	Section 1.4	
Enforceability Exceptions	 	Section 3.3(a)	
Environmental Law	 	Section 8.13	
Environmental Permit	 	Section 8.13	
EQGP	 	Recitals	
EQM	 	Preamble	
EQM Benefit Plans	 	Section 4.11(a)	
EQM Charter Documents	 	Section 4.1(d)	
EQM Conflicts Committee	 	Recitals	
EQM Disclosure Schedule	 	ARTICLE IV	
EQM Entities	 	Preamble	
EQM Equity Plans	 	Section 8.13	
EQM Expenses	 	Section 7.3(e)	
EQM Gathering Holdings	 	Section 8.13	
EQM GP	 	Preamble	
EQM GP Agreement	 	Section 8.13	
EQM GP Board	 	Recitals	
EQM GP Charter Documents	 	Section 8.13	
EQM GP Interest	 	Section 8.13	
EQM GP Unit	 	Section 8.13	
EQM Incentive Distribution Rights	 	Section 8.13	
EQM Intellectual Property	 	Section 4.16	
 
v 

 

EQM Joint Ventures	 	Section 8.13	
EQM Limited Partner	 	Section 8.13	
EQM Limited Partner Interest	 	Section 8.13	
EQM Material Adverse Effect	 	Section 4.1(a)	
EQM Material Contracts	 	Section 4.14(a)	
EQM Non-Qualifying Income Cushion	 	Section 7.3(f)	
EQM Partnership Agreement	 	Section 8.13	
EQM Partnership Interest	 	Section 8.13	
EQM Permits	 	Section 4.8(b)	
EQM SEC Documents	 	Section 4.5(a)	
EQM Special Approval	 	Section 8.13	
EQM Subsidiary Documents	 	Section 4.1(d)	
EQM Unaffiliated Unitholders	 	Section 8.13	
EQM Unit	 	Section 8.13	
EQM Unit Majority	 	Section 8.13	
EQM Unitholders	 	Section 8.13	
EQT	 	Preamble	
ERISA	 	Section 8.13	
ERISA Affiliates	 	Section 8.13	
Exchange Act	 	Section 3.4	
Exchange Agent	 	Section 2.2(a)	
Exchange Fund	 	Section 2.2(b)	
Exchange Ratio	 	Section 2.1(a)	
Federal Trade Commission Act	 	Section 8.13	
FPA	 	Section 3.21	
GAAP	 	Section 8.13	
Governmental Authority	 	Section 8.13	
GP Merger	 	Recitals	
GP Merger Effective Time	 	Section 1.4	
GP Merger Sub	 	Preamble	
GP Merger Sub Charter Documents	 	Section 8.13	
Hazardous Substance	 	Section 8.13	
HSR Act	 	Section 8.13	
ICA	 	Section 3.21	
IDR Purchase and Sale Agreement	 	Section 8.13	
IDR Transaction	 	Section 8.13	
Indemnified Person	 	Section 5.8(a)	
Intended Tax Treatment	 	Section 2.2(k)	
Intervening Event	 	Section 8.13	
Knowledge	 	Section 8.13	
Law	 	Section 3.8(a)	
Laws	 	Section 3.8(a)	
Liens	 	Section 3.1(c)	
Material Adverse Effect	 	Section 8.13	
Maximum Amount	 	Section 5.8(c)	
Merger	 	Recitals	
 
vi 

 

Merger Consideration	 	Section 2.1(a)	
Merger Sub	 	Preamble	
Merger Sub Charter Documents	 	Section 8.13	
Multiemployer Plan	 	Section 8.13	
NGA	 	Section 3.21	
NGPA	 	Section 3.21	
NYSE	 	Section 8.13	
Outside Date	 	Section 7.1(b)(i)	
PBGC	 	Section 3.11(d)	
Permit	 	Section 8.13	
Person	 	Section 8.13	
Proceeding	 	Section 5.8(a)	
Proxy Statement	 	Section 3.4	
PUHCA	 	Section 3.21	
Registration Statement	 	Section 3.9	
Remedial Actions	 	Section 5.4(d)	
Representatives	 	Section 5.3(a)	
Restraints	 	Section 6.1(c)	
rights-of-way	 	Section 3.15(b)	
RMGH	 	Section 3.2(e)	
RMP	 	Preamble	
RMP Adverse Recommendation Change	 	Section 5.3(a)	
RMP Alternative Proposal	 	Section 8.13	
RMP Base Amount	 	Section 7.3(f)	
RMP Benefit Plans	 	Section 3.11(a)	
RMP Board Recommendation	 	Section 5.1(b)	
RMP Charter Documents	 	Section 3.1(d)	
RMP Conflicts Committee	 	Recitals	
RMP Disclosure Schedule	 	ARTICLE III	
RMP Entities	 	Preamble	
RMP Equity Plans	 	Section 8.13	
RMP Existing Credit Facility	 	Section 5.10(b)	
RMP Expenses	 	Section 7.3(e)	
RMP Fairness Opinion	 	Section 3.18	
RMP Financial Advisor	 	Section 3.18	
RMP GP	 	Preamble	
RMP GP Agreement	 	Section 8.13	
RMP GP Board	 	Recitals	
RMP GP Charter Documents	 	Section 8.13	
RMP GP Interest	 	Section 8.13	
RMP Incentive Distribution Right	 	Section 8.13	
RMP Intellectual Property	 	Section 3.16	
RMP Limited Partner	 	Section 8.13	
RMP Limited Partner Interest	 	Section 8.13	
RMP Material Adverse Effect	 	Section 3.1(a)	
RMP Material Contracts	 	Section 3.14(a)	
 
vii 

 

RMP Non-Qualifying Income Cushion	 	Section 7.3(g)	
RMP Partnership Agreement	 	Section 8.13	
RMP Partnership Interest	 	Section 8.13	
RMP Permits	 	Section 3.8(b)	
RMP Phantom Unit Award	 	Section 2.3	
RMP Recommendation Change Notice	 	Section 5.3(d)(ii)(A)	
RMP SEC Documents	 	Section 3.5(a)	
RMP Special Approval	 	Section 8.13	
RMP Subsidiary Documents	 	Section 3.1(d)	
RMP Superior Proposal	 	Section 8.13	
RMP Superior Proposal Notice	 	Section 5.3(d)(i)(C)	
RMP Superior Proposal Notice Period	 	Section 5.3(d)(i)(D)	
RMP Termination Fee	 	Section 7.3(a)	
RMP Unaffiliated Unitholders	 	Section 8.13	
RMP Unit	 	Section 8.13	
RMP Unitholder Approval	 	Section 3.3(c)	
RMP Unitholders	 	Section 8.13	
RMP Unitholders Meeting	 	Section 5.1(b)	
Sarbanes-Oxley Act	 	Section 3.5(a)	
SEC	 	Section 8.13	
Securities Act	 	Section 3.1(c)	
Sherman Act	 	Section 8.13	
Subsidiary	 	Section 8.13	
Surviving Entity	 	Section 1.1	
Surviving GP Entity	 	Section 1.2	
Tax	 	Section 8.13	
Tax Guidance	 	Section 7.3(f)	
Tax Return	 	Section 8.13	
Taxes	 	Section 8.13	
Treasury Regulations	 	Section 8.13	
under common control with	 	Section 8.13	
Unit Majority	 	Section 8.13	
WARN Act	 	Section 3.12	
Willful Breach	 	Section 8.13	
 
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AGREEMENT AND PLAN OF MERGER
 
This AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2018 (this “ Agreement ”), is by and among EQT Midstream Partners, LP, a Delaware limited partnership (“ EQM ”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“ EQM GP ” ), EQM GP Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (“ GP Merger Sub ”), EQM Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (“ Merger Sub ” and, together with EQM, EQM GP and GP Merger Sub, the “ EQM Entities ”), Rice Midstream Partners LP, a Delaware limited partnership (“ RMP ”), Rice Midstream Management, LLC, a Delaware limited liability company and the general partner of RMP (“ RMP GP ” and, together with RMP, the “ RMP Entities ”), and, solely for purposes of Sections 5.15 and 5.16 and Article VIII , EQT Corporation, a Pennsylvania corporation (“ EQT ”).
 
W I T N E S S E T H:
 
WHEREAS, the parties intend that (i) Merger Sub be merged with and into RMP (the “ Merger ”), with RMP surviving the Merger as a wholly owned subsidiary of EQM and (ii) concurrently with or immediately following the Merger, GP Merger Sub be merged with and into RMP GP (the “ GP Merger ”), with RMP GP surviving the GP Merger as a wholly owned subsidiary of EQM;
 
WHEREAS, the Conflicts Committee (“ EQM Conflicts Committee ”) of the Board of Directors (the “ EQM GP Board ”) of EQM GP, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of EQM and the EQM Unaffiliated Unitholders (as defined herein), (b) approved this Agreement and the consummation of the transactions contemplated hereby, including the Merger, the GP Merger and the issuance of the Merger Consideration (as defined herein) (the foregoing constituting EQM Special Approval (as defined herein)), and (c) resolved to recommend to the EQM GP Board the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, the GP Merger and the issuance of the Merger Consideration;
 
WHEREAS, upon the receipt of such approval and recommendation of the EQM Conflicts Committee, at a meeting duly called and held, the EQM GP Board, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of EQM and the EQM Unitholders and (b) approved this Agreement and the consummation of the transactions contemplated hereby, including the Merger, the GP Merger and the issuance of the Merger Consideration (as defined herein);
 
WHEREAS, the Conflicts Committee (the “ RMP Conflicts Committee ”) of the Board of Directors of RMP GP (the “ RMP GP Board ”), by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of RMP and the RMP Unaffiliated Unitholders (as defined herein), (b) approved this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger (the foregoing constituting RMP Special Approval (as defined herein)), (c) resolved to recommend to the RMP GP Board the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger, and (d) resolved to

 
recommend, and to direct the RMP GP Board to recommend, the approval of this Agreement and the Merger, by the RMP Limited Partners (as defined herein);
 
WHEREAS, upon the receipt of such approval and recommendation of the RMP Conflicts Committee, at a meeting duly called and held, the RMP GP Board, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of RMP and the RMP Unaffiliated Unitholders, (b) approved this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger, (c) directed that this Agreement be submitted to a vote of the RMP Limited Partners, and (d) resolved to recommend approval of this Agreement and the Merger by the RMP Limited Partners;
 
WHEREAS, EQM Gathering Holdings, as the sole member of Merger Sub and GP Merger Sub, respectively, has approved this Agreement and approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, on the terms and subject to the conditions set forth in this Agreement;
 
WHEREAS, EQT GP Holdings, LP (“ EQGP ”) as the sole member of EQM GP, has approved this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, on the terms and subject to the conditions set forth in this Agreement;
 
WHEREAS, Rice Midstream Holdings LLC, as the sole member of RMP GP, has approved this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, on the terms and subject to the conditions set forth in this Agreement;
 
WHEREAS, concurrently with the execution of this Agreement, the parties thereto are entering into the Drop-Down Agreement and the IDR Purchase and Sale Agreement (each as defined herein); and
 
WHEREAS, the Board of Directors of EQT approved this Agreement and the consummation of the transactions contemplated hereby solely with respect to, and the transactions contemplated by, Section 5.15 , Section 5.16 and Article VIII .
 
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the RMP Entities, the EQM Entities and, solely for purposes of Section 5.15 , Section 5.16 and Article VIII , EQT agree as follows:
 
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ARTICLE I
THE MERGER AND THE GP MERGER
 
Section 1.1                                     The Merger .  Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DRULPA and DLLCA, at the Effective Time, Merger Sub shall be merged with and into RMP, the separate limited liability company existence of Merger Sub will cease, and RMP will continue its existence as a limited partnership under Delaware law as the surviving entity in the Merger (the “ Surviving Entity ”).
 
Section 1.2                                     The GP Merger .  Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DLLCA, at the GP Merger Effective Time, GP Merger Sub shall be merged with and into RMP GP, the separate limited liability company existence of GP Merger Sub will cease, and RMP GP will continue its existence as a limited liability company under Delaware law as the surviving entity in the GP Merger (the “ Surviving GP Entity ”).
 
Section 1.3                                     Closing .  Subject to the provisions of Article VI , the closing of the Merger and the GP Merger (the “ Closing ”) shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019 at 8:00 A.M., Eastern Time, on the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other place, date and time as EQM and RMP shall agree.  The date on which the Closing actually occurs is referred to as the “ Closing Date .”
 
Section 1.4                                     Effective Time .
 
(a)                                  Subject to the provisions of this Agreement, at the Closing, the parties will cause a certificate of merger, executed in accordance with the relevant provisions of the DRULPA and DLLCA (the “ Certificate of Merger ”), in such form as necessary to effect the Merger, to be duly filed with the Secretary of State of the State of Delaware.  The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by EQM and RMP in writing and specified in the Certificate of Merger (the effective time of the Merger being hereinafter referred to as the “ Effective Time ”).
 
(b)                                  Concurrently with or as soon as practicable following the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, a certificate of merger, executed in accordance with the relevant provisions of the DLLCA (the “ Certificate of GP Merger ”), in such form as necessary to effect the GP Merger, shall be duly filed by the parties hereto with the Secretary of State of the State of Delaware.  The GP Merger will become effective at such time as the Certificate of GP Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by EQM and RMP in writing and specified in the Certificate of GP Merger (the effective time of the GP Merger being hereinafter referred to as the “ GP Merger Effective Time ”).
 
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Section 1.5                                     Effects of the Merger and the GP Merger .
 
(a)                                  The Merger shall have the effects set forth herein and in the applicable provisions of the DRULPA and DLLCA.  At the Effective Time: (i) the certificate of limited partnership of RMP as in effect immediately prior to the Effective Time shall continue as the certificate of limited partnership of the Surviving Entity until thereafter changed or amended as provided by applicable Law (as defined herein); (ii) the RMP Partnership Agreement shall continue as the partnership agreement of RMP until thereafter changed or amended as provided therein or by applicable Law in each case consistent with the obligations set forth in Section 5.8 ; (iii) RMP GP shall continue as the sole general partner of the Surviving Entity with a non-economic general partner interest in the Surviving Entity; (iv) the limited liability company interests in Merger Sub shall be converted into a single RMP Unit; (v) EQM Gathering Holdings shall be admitted as the sole limited partner of the Surviving Entity and all limited partners of RMP immediately prior to the Merger shall simultaneously cease to be limited partners of RMP; (vi) the Surviving Entity shall continue without dissolution; and (vii) the books and records of the Surviving Entity shall be revised to reflect the foregoing.
 
(b)                                  The GP Merger shall have the effects set forth herein and in the applicable provisions of the DLLCA.  At the GP Merger Effective Time: (i) the certificate of formation of RMP GP as in effect immediately prior to the GP Merger Effective Time shall continue as the certificate of formation of the Surviving GP Entity until thereafter changed or amended as provided by applicable Law; (ii) all limited liability company interests of GP Merger Sub issued and outstanding immediately prior to the GP Merger Effective Time shall be converted into 100% of the limited liability company interests of the Surviving GP Entity; (iii) the limited liability company agreement of RMP GP as in effect immediately prior to the GP Merger Effective Time shall continue as the limited liability company agreement of the Surviving GP Entity; (iv) EQM Gathering Holdings shall be admitted as the sole member of the Surviving GP Entity; (v) the sole member of RMP GP immediately prior to the GP Merger shall simultaneously cease to be a member of the Surviving GP Entity; (vi) the Surviving GP Entity shall continue without dissolution; and (vii) the books and records of the Surviving GP Entity shall be revised to reflect the foregoing.
 
ARTICLE II
EFFECT ON RMP UNITS AND RMP INCENTIVE DISTRIBUTION RIGHTS
 
Section 2.1                                     Conversion of RMP Units and Cancellation of RMP Incentive Distribution Rights .  At the Effective Time, by virtue of the Merger and without any action on the part of the parties or the holder of any securities of or interests in the parties:
 
(a)                                  Conversion of RMP Units .  Subject to Section 2.2(h)  and Section 2.4 , each RMP Unit issued and outstanding or deemed issued and outstanding in accordance with Section 2.3 as of immediately prior to the Effective Time shall be converted into the right to receive 0.3319 (the “ Exchange Ratio ”) EQM Units (the “ Merger Consideration ”), subject to adjustment in accordance with Section 2.4 , which EQM Units will be duly authorized, validly issued, fully paid (to the extent required under the EQM Partnership Agreement) and non-assessable (except as set forth in the EQM Partnership Agreement or as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA).
 
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(b)                                  Cancellation of RMP Incentive Distribution Rights .  The RMP Incentive Distribution Rights (as defined herein) outstanding immediately prior to the Effective Time shall be automatically canceled and shall cease to exist.  In connection with such cancellation, EQT EQGP shall retain its rights to any capital account in RMP associated, as of immediately prior to the Merger, with the RMP Incentive Distribution Rights acquired by EQGP pursuant to the IDR Purchase and Sale Agreement.
 
(c)                                   Book-Entry Unit and Certificates .  As of the Effective Time, all RMP Units converted into the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of RMP Units in book-entry form (“ Book-Entry Units ”) or a certificate that immediately prior to the Effective Time represented any RMP Units (a “ Certificated Unit ”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any distributions to which such holder is entitled pursuant to Section 2.2(g) , in each case to be issued or paid in consideration therefor upon surrender of such RMP Unit in accordance with Section 2.2(c) , without interest, and the right to be admitted as an EQM Limited Partner.  Upon such surrender of a RMP Unit in accordance with this Agreement and the recording of the name of such Person as a limited partner of EQM on the books and records of EQM, such Person shall automatically and effective as of the Effective Time be admitted as an EQM Limited Partner and be bound by the EQM Partnership Agreement as such.  By its acceptance of EQM Units, an RMP Unitholder confirms its agreement to be bound by all of the terms and conditions of the EQM Partnership Agreement.
 
Section 2.2                                     Exchange of Certificates .
 
(a)                                  Exchange Agent .  Prior to the Closing Date, EQM shall appoint an exchange agent reasonably acceptable to RMP (the “ Exchange Agent ”) for the purpose of exchanging Certificated Units and Book-Entry Units for the Merger Consideration.  As soon as reasonably practicable after the Effective Time, but in no event more than five business days following the Effective Time, EQM will send, or will cause the Exchange Agent to send, to each holder of record of RMP Units as of the Effective Time a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificated Units (or effective affidavits of loss in lieu thereof) and Book-Entry Units to the Exchange Agent) in such forms as EQM and RMP may reasonably agree, including instructions for use in effecting the surrender of Certificated Units (or effective affidavits of loss in lieu thereof) and Book-Entry Units to the Exchange Agent in exchange for the Merger Consideration.
 
(b)                                  Deposit .  At or prior to the Closing, EQM shall cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of RMP Units, an amount of EQM Units (which shall be in non-certificated book-entry form) issuable upon due surrender of the Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units pursuant to the provisions of this Article II .  Following the Effective Time, EQM agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any distributions pursuant to Section 2.2(g)  and any EQM Units sufficient to pay any Merger Consideration, in each case, that may be payable from time to time following the Effective Time.  All book-entry units representing EQM Units deposited with, and cash made available to, the
 
5 

 
Exchange Agent (including pursuant to Section 2.2(h) ) shall be referred to in this Agreement as the “ Exchange Fund .”  The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued or paid pursuant to this Article II and such distributions as a holder of RMP Units may be entitled to receive pursuant to Section 2.2(g) out of the Exchange Fund.  The Exchange Fund shall not be used for any other purpose.  The Exchange Agent shall invest any cash included in the Exchange Fund as directed by EQM; provided , that no such investment or losses thereon shall affect the Merger Consideration payable to holders of RMP Units and EQM shall promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of RMP Units in the amount of any such losses.
 
(c)                                   Exchange .  Each holder of RMP Units that have been converted into the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, a certificate (or effective affidavits of loss in lieu thereof) representing each Certificated Unit, or Book-Entry Unit and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor the number of EQM Units representing, in the aggregate, (i) the whole number of EQM Units that such holder has the right to receive in accordance with the provisions of this Article II and (ii) a check in the amount of such distributions as such holder has the right to receive pursuant to Section 2.2(g) . The Merger Consideration and such other amounts as reflected in the immediately preceding sentence shall be paid as promptly as practicable after receipt by the Exchange Agent of the certificates (or effective affidavits of loss in lieu thereof) representing each Certificated Unit or Book-Entry Units and letter of transmittal in accordance with the foregoing.  No interest shall be paid or accrued on any Merger Consideration or on any unpaid distributions payable to holders of RMP Units.  Until so surrendered, each such RMP Unit shall, after the Effective Time, represent for all purposes only the right to receive such Merger Consideration.  The Merger Consideration paid upon surrender of Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units shall be deemed to have been paid in full satisfaction of all rights pertaining to the RMP Units.
 
(d)                                  Other Payees .  If any payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificated Unit (or effective affidavits of loss in lieu thereof) or Book-Entry Unit is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the making of such payment to a Person other than the registered holder of the surrendered Certificated Unit (or effective affidavits of loss in lieu thereof) or Book-Entry Unit or shall establish to the satisfaction of EQM and the Exchange Agent that such Tax has been paid or is not payable.  If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificated Unit (or effective affidavits of loss in lieu thereof) or Book-Entry Unit is registered, it shall be a condition to the registration thereof that any surrendered certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificated Unit (or effective affidavits of loss in lieu thereof) or Book-Entry Unit or establish to the satisfaction of EQM and the Exchange Agent that such Tax has been paid or is not payable.
 
6 

 
(e)                                   No Further Transfers .  From and after the Effective Time, there shall be no further registration on the books of RMP of transfers of RMP Units.  From and after the Effective Time, the holders of Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such RMP Units except as otherwise provided in this Agreement or by applicable Law.  If, after the Effective Time, Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units are presented to the Exchange Agent or EQM, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article II .
 
(f)                                    Termination of Exchange Fund .  Any portion of the Exchange Fund that remains unclaimed by the RMP Unitholders 12 months after the Effective Time shall be returned to EQM, upon demand, and any such holder who has not exchanged such holder’s RMP Units for the Merger Consideration in accordance with this Section 2.2 prior to that time shall thereafter look only to the Surviving Entity for delivery of the Merger Consideration in respect of such holder’s RMP Units.  Notwithstanding the foregoing, EQM, RMP and the Surviving Entity shall not be liable to any RMP Unitholder for any Merger Consideration duly delivered to a public official pursuant to applicable abandoned property Laws.  Any Merger Consideration remaining unclaimed by RMP Unitholders immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of EQM free and clear of any claims or interest of any Person previously entitled thereto.
 
(g)                                   Distributions .  No distributions with respect to EQM Units issued in the Merger shall be paid to the holder of any unsurrendered Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units until such Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units are surrendered as provided in this Section 2.2 .  Following such surrender, subject to the effect of escheat, Tax or other applicable Law, there shall be paid, without interest, to the record holder of the EQM Units, if any, issued in exchange therefor (i) at the time of such surrender, all distributions payable in respect of any such EQM Units with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the distributions payable with respect to such EQM Units with a record date after the Effective Time but with a payment date subsequent to such surrender.  For purposes of distributions in respect of EQM Units, all EQM Units to be issued pursuant to the Merger shall be entitled to distributions pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.
 
(h)                                  No Fractional Units .  No certificates or scrip representing fractional EQM Units shall be issued upon the surrender for exchange of Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units.  Notwithstanding any other provision of this Agreement, all fractional EQM Units that a holder of RMP Units converted pursuant to the Merger would otherwise be entitled to receive as Merger Consideration in the Merger (after taking into account all Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units) will be aggregated and then, if a fractional EQM Unit results from that aggregation, be rounded up to the nearest whole EQM Unit.
 
7 

 
(i)                                      Lost, Stolen or Destroyed Certificates .  If any certificate representing a Certificated Unit shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by EQM, the posting by such Person of a bond, in such reasonable amount as EQM may direct, as indemnity against any claim that may be made against it with respect to such Certificated Unit, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration to be paid in respect of the RMP Units represented by such certificate as contemplated by this Article II and pay any distributions pursuant to Section 2.2(g) .
 
(j)                                     Withholding Taxes .  EQM, RMP and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury Regulations promulgated thereunder, or under any provision of applicable state, local or non-U.S. Tax Law (and to the extent deduction and withholding is required, such deduction and withholding may be taken in EQM Units).  To the extent amounts are so withheld and timely paid over to the appropriate Tax authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such withholding was made.  If withholding is taken in EQM Units, EQM and the Exchange Agent shall be treated as having sold such EQM Units for an amount of cash equal to the fair market value of such EQM Units at the time of such deemed sale and paid such cash proceeds to the appropriate Tax authority.
 
(k)                                  Tax Characterization of Merger .  Each of the parties hereto acknowledges and agrees that, for U.S. federal (and applicable state and local) income tax purposes, (i) the Merger is intended to be treated as an “assets-over” partnership merger transaction under Treasury Regulations Sections 1.708-1(c)(1) and 1.708-1(c)(3)(i), whereby RMP is intended to be the terminating partnership and EQM is intended to be the resulting partnership, and as a result, the Merger shall be treated for U.S. federal (and applicable state and local) income tax purposes as (A) a contribution of all of the assets and liabilities of RMP to EQM in exchange for partnership interests in EQM, immediately followed by (B) a liquidating distribution by RMP of such partnership interests in EQM to the partners of RMP as of immediately prior to the Merger and (ii) none of EQM, RMP, any holder of EQM Units or other partnership interest in EQM, or any holder of RMP Units or other partnership interest in RMP is intended to recognize taxable gain (other than any gain resulting from (A) any actual or constructive distribution of cash or other property or (B) any decrease in partnership liabilities pursuant to Section 752 of the Code) (the “ Intended Tax Treatment ”).  Unless required to do so as a result of a “determination” as defined in Section 1313(a) of the Code, each of the parties hereto agrees not to make any Tax filings or otherwise take any position inconsistent with the Intended Tax Treatment and to cooperate with the other party to make any filings, statements, or reports required to effect, disclose or report the Intended Tax Treatment.
 
Section 2.3                                     Treatment of RMP Phantom Units .  Each award of phantom units in respect of RMP Units (each, an “ RMP Phantom Unit Award ”) that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any such RMP Phantom Unit Award, be fully vested and
 
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converted into the right to receive the Merger Consideration, subject to applicable tax withholding, in respect of each RMP Unit subject thereto.  Effective as of no later than the Effective Time, the RMP GP Board (or, if appropriate, any committee administering any RMP Equity Plans) and the EQM GP Board (or the appropriate committee thereof) shall adopt resolutions and take any other actions that may be reasonably necessary to effect the provisions of this Section 2.3 .
 
Section 2.4                                     Adjustments .  Notwithstanding any provision of this Article II to the contrary (but without in any way limiting the covenants in Section 5.2 ), if between the date of this Agreement and the Effective Time the number of outstanding RMP Units or EQM Units shall have been changed into a different number of units or a different class by reason of the occurrence or record date of any unit dividend, subdivision, reclassification, recapitalization, split, split-up, unit distribution, combination, exchange of units or similar transaction, the Exchange Ratio shall be appropriately adjusted to reflect fully the effect of such unit dividend, subdivision, reclassification, recapitalization, split, split-up, unit distribution, combination, exchange of units or similar transaction and to provide the holders of RMP Units the same economic effect as contemplated by this Agreement prior to such event.
 
Section 2.5                                     No Dissenters’ or Appraisal Rights .  No dissenters’ or appraisal rights shall be available with respect to the Merger, the GP Merger or the other transactions contemplated hereby.
 
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE RMP ENTITIES
 
Except as disclosed in (a) the RMP SEC Documents filed or publicly furnished with the SEC on or after December 31, 2016 and prior to the date of this Agreement (but excluding any disclosure contained in any such RMP SEC Documents under the heading “Risk Factors” or “Cautionary Statements” or similar heading (other than any factual information contained within such headings, disclosure or statements)) or (b) the disclosure letter delivered by RMP to EQM (the “ RMP Disclosure Schedule ”) prior to the execution of this Agreement ( provided that (i) disclosure in any section of such RMP Disclosure Schedule shall be deemed to be disclosed with respect to any other section of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or cross reference thereto and (ii) the mere inclusion of an item in such RMP Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have, an RMP Material Adverse Effect), the RMP Entities hereby represent and warrant to EQM as follows:
 
Section 3.1                                     Organization, Standing and Power .
 
(a)                                  Each of the RMP Entities and their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where
 
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the failure to have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect on RMP (an “ RMP Material Adverse Effect ”).
 
(b)                                  Each of the RMP Entities and their respective Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, have an RMP Material Adverse Effect.
 
(c)                                   Except as set forth on Section 3.1(c)  of the RMP Disclosure Schedule, all of the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of RMP that are owned directly or indirectly by RMP have been duly authorized and validly issued in accordance with the organizational documents of each such entity (in each case as in effect on the date of this Agreement) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the organizational documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all liens, pledges, charges, mortgages, encumbrances, options, rights of first refusal or other preferential purchase rights, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions as set forth in the organizational documents of such Subsidiary and for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”), and the “blue sky” laws of the various States of the United States) (collectively, “ Liens ”).  All such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by RMP.
 
(d)                                  RMP has made available to EQM correct and complete copies of its certificate of limited partnership and the RMP Partnership Agreement (the “ RMP Charter Documents ”), and correct and complete copies of the comparable organizational documents of each of its material Subsidiaries (the “ RMP Subsidiary Documents ”) and of RMP GP, in each case as amended to the date of this Agreement.  All such RMP Charter Documents, RMP Subsidiary Documents and RMP GP Charter Documents are in full force and effect and none of RMP, its material Subsidiaries and RMP GP is in violation of any of their provisions.
 
(e)                                   RMP GP has not engaged in business, activity or operations other than acting as general partner of RMP, and RMP GP has no assets (other than the RMP GP Interest).  RMP GP has no liabilities of any nature (whether or not accrued or contingent) other than liabilities incurred as a matter of law by virtue of acting as general partner of RMP.  RMP GP is not a party to any document or agreement in its individual capacity (as opposed to its capacity as general partner of RMP).  RMP GP has no employees and has not and is not obligated to sponsor, maintain or contribute to any Benefit Plan.
 
Section 3.2                                     Capitalization .
 
(a)                                  As of the close of business on April 24, 2018, the issued and outstanding limited partner interests and general partner interests of RMP consisted of (i) 102,303,108 RMP
 
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Units, (ii) the RMP Incentive Distribution Rights and (iii) the RMP GP Interest.  Section 3.2(a)  of the RMP Disclosure Schedule sets forth the number of RMP Units that were issuable pursuant to RMP Equity Plans as of April 24, 2018, including the number of RMP Units that were subject to outstanding awards under the RMP Equity Plans (whether settleable in RMP Units or cash) as of such date.  All outstanding RMP Units and RMP Incentive Distribution Rights have been duly authorized and validly issued and are fully paid (to the extent required under the RMP Partnership Agreement), nonassessable (except as set forth in the RMP Partnership Agreement or as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA), and except as set forth in the RMP Partnership Agreement, free of preemptive rights.  Except (A) as set forth above in this Section 3.2(a)  or (B) as otherwise expressly permitted by Section 5.2(a) , as of the date of this Agreement there are not, and as of the Effective Time there will not be, any partnership interests, voting securities or other equity interests of RMP issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any RMP Partnership Interests or other partnership interests, voting securities or other equity interests of RMP, including any representing the right to purchase or otherwise receive any of the foregoing.
 
(b)                                  Since the Balance Sheet Date (as defined herein) to the date of this Agreement, RMP has not issued any RMP Partnership Interests or other partnership interests, voting securities or other equity interests, or any securities convertible into or exchangeable or exercisable for any RMP Partnership Interests or other partnership interests, voting securities or other equity interests, other than as set forth above in Section 3.2(a) .  Except for equity or equity-based awards outstanding under RMP Equity Plans and disclosed in accordance with Section 3.2(a) , none of RMP or any of its Subsidiaries has issued or is bound by any outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or disposition of any partnership interests, shares of capital stock, voting securities or equity interests of any Subsidiary of RMP.  Except (i) as set forth in the RMP Charter Documents, as in effect as of the date of this Agreement, or (ii) in connection with the vesting, settlement or forfeiture of, or Tax withholding with respect to, any equity or equity-based awards granted under RMP Equity Plans disclosed in Section 3.2(a)  and outstanding as of the date of this Agreement, there are no outstanding obligations of RMP or any of its Subsidiaries to repurchase, redeem or otherwise acquire any RMP Partnership Interests or other partnership interests, shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any RMP Partnership Interests or other partnership interests, shares of capital stock, voting securities or equity interests) of RMP or any of its Subsidiaries.
 
(c)                                   RMP GP is the sole general partner of RMP.  RMP GP is the sole record and beneficial owner of the RMP GP Interest, and such RMP GP Interest has been duly authorized and validly issued in accordance with applicable Law and the RMP Partnership Agreement.  RMP GP owns the RMP GP Interest free and clear of any Liens.
 
(d)                                  Rice Midstream Holdings LLC is the sole member of RMP GP.  Rice Midstream Holdings LLC is the sole record and beneficial owner of all limited liability company interests in RMP GP, and such limited liability company interests have been duly authorized and
 
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validly issued in accordance with applicable Law and the Amended and Restated Limited Liability Company Agreement of RMP GP.  Rice Midstream Holdings LLC owns the limited liability company interests in RMP GP free and clear of any Liens.
 
(e)                                   As of the date of this Agreement, Rice Midstream GP Holdings LP, a Delaware limited partnership (“ RMGH ”), owns, beneficially and of record, all of the RMP Incentive Distribution Rights, free and clear of any Liens.
 
Section 3.3                                     Authority; Noncontravention; Voting Requirements .
 
(a)                                  Each of the RMP Entities has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Merger and the GP Merger, subject to obtaining the RMP Unitholder Approval for the Merger.  The execution, delivery and performance by the RMP Entities of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger, have been duly authorized and approved by the RMP GP Board, which, at a meeting duly called and held, has, on behalf of RMP and RMP GP, by unanimous vote, in good faith (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, are in the best interests of RMP and the RMP Unaffiliated Unitholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, (iii) directed that this Agreement be submitted to a vote of the RMP Limited Partners and (iv) resolved to recommend approval of this Agreement and the Merger by the RMP Limited Partners, and except for obtaining the RMP Unitholder Approval for the approval of this Agreement and the Merger, no other entity action on the part of the RMP Entities is necessary to authorize the execution, delivery and performance by the RMP Entities of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger.  Rice Midstream Holdings LLC, as the sole member of RMP GP, has approved this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger.  This Agreement has been duly executed and delivered by the RMP Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of each of the RMP Entities, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding (as defined herein) at law or in equity) (collectively, the “ Enforceability Exceptions ”).
 
(b)                                  Neither the execution and delivery of this Agreement by the RMP Entities nor the consummation by the RMP Entities of the transactions contemplated hereby, nor compliance by the RMP Entities with any of the terms or provisions of this Agreement, will (i) assuming that the RMP Unitholder Approval is obtained, conflict with or violate any provision of the RMP Charter Documents, the RMP GP Charter Documents or any of the RMP Subsidiary Documents, (ii) except as set forth on Section 3.3(b)  of the RMP Disclosure Schedule and assuming that the authorizations, consents and approvals referred to in Section 3.4 and the RMP Unitholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to RMP, RMP GP or any of their Subsidiaries or any of their respective properties or assets, or (y)
 
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violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, RMP, RMP GP or any of their Subsidiaries under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “ Contract ”), or RMP Permit (including any Environmental Permit) to which RMP, RMP GP or any of their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of RMP, RMP GP or any of their Subsidiaries, except, in the case of clauses (ii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have an RMP Material Adverse Effect.
 
(c)                                   The affirmative vote or consent of the holders of a Unit Majority at the RMP Unitholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement and the Merger (the “ RMP Unitholder Approval ”) is the only vote or approval of the holders of any class or series of RMP Partnership Interests or other partnership interests, equity interests or capital stock of RMP or any of its Subsidiaries which is necessary to approve this Agreement and the transactions contemplated hereby.
 
Section 3.4                                     Governmental Approvals .  Except for (a) filings required under, and in compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), and the Securities Act, including the filing of a proxy statement with the SEC in connection with the Merger (the “ Proxy Statement ”), (b) the filing of the Certificate of Merger and the Certificate of GP Merger with the Secretary of State of the State of Delaware, (c) any filings required under, and in compliance with other applicable requirements of, the HSR Act and other Antitrust Laws or (d) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by the RMP Entities and the consummation by the RMP Entities of the transactions contemplated hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to result in an RMP Material Adverse Effect.
 
Section 3.5                                     RMP SEC Documents; Undisclosed Liabilities .
 
(a)                                  RMP and its Subsidiaries have filed and furnished all reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements required to be filed or furnished by them with the SEC since December 31, 2016 (collectively and together with all documents filed or publicly furnished on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “ RMP SEC Documents ”).  The RMP SEC Documents, as of their respective effective dates (in the case of the RMP SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all
 
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other RMP SEC Documents), or, if amended, as finally amended prior to the date of this Agreement, complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “ Sarbanes-Oxley Act ”), as the case may be, applicable to such RMP SEC Documents, and none of the RMP SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the RMP SEC Documents.  To the Knowledge of RMP, none of the RMP SEC Documents is the subject of ongoing SEC review or investigation.
 
(b)                                  The consolidated financial statements of RMP included in the RMP SEC Documents as of their respective dates (if amended, as of the date of the last such amendment) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of RMP and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in partners’ capital for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has been or will be, individually or in the aggregate, material to RMP and its consolidated Subsidiaries, taken as a whole).
 
(c)                                   RMP has established and maintains internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to RMP, including its consolidated Subsidiaries, required to be disclosed by RMP in the reports that it files or submits under the Exchange Act is accumulated and communicated to RMP’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by RMP in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  RMP’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to RMP’s auditors and the audit committee of the RMP GP Board (i) all significant deficiencies in the design or operation of internal controls over financial reporting which could adversely affect RMP’s ability to record, process, summarize and report financial data and have identified for RMP’s auditors any material weaknesses in internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in RMP’s internal controls over financial reporting.  The principal executive officer and the principal financial officer of RMP have made all certifications required by the Sarbanes-Oxley Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the RMP SEC Documents, and the statements contained in such certifications were complete and correct when made.  The management of RMP has completed
 
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its assessment of the effectiveness of RMP’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2017, and such assessment concluded that such controls were effective.  To the Knowledge of RMP, as of the date of this Agreement there are no facts or circumstances that would prevent its principal executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due.
 
(d)                                  Except (i) as reflected or otherwise reserved against on the balance sheet of RMP and its Subsidiaries as of December 31, 2017 (the “ Balance Sheet Date ”) (including the notes thereto) included in the RMP SEC Documents filed by RMP and publicly available prior to the date of this Agreement, (ii) for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business and (iii) for liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated hereby, neither RMP nor any of its Subsidiaries has any liabilities or obligations of any nature (whether or not accrued or contingent) that would be required to be reflected or reserved against on a consolidated balance sheet of RMP prepared in accordance with GAAP or the notes thereto, other than as have not and would not reasonably be expected to have, individually or in the aggregate, an RMP Material Adverse Effect.
 
(e)                                   Neither RMP nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among RMP and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, RMP in RMP’s published financial statements or any RMP SEC Documents.
 
Section 3.6                                     Absence of Certain Changes or Events .
 
(a)                                  Since the Balance Sheet Date, there has not been an RMP Material Adverse Effect.
 
(b)                                  Since the Balance Sheet Date, (i) except for this Agreement and the transactions contemplated hereby, RMP and its Subsidiaries have carried on and operated their respective businesses in all material respects in the ordinary course of business consistent with past practice and (ii) neither RMP nor any of its Subsidiaries has taken any action described in Section 5.2(a)  that, if taken after the date of this Agreement and prior to the Effective Time without the prior written consent of EQM, would violate such provisions.
 
Section 3.7                                     Legal Proceedings .  There are no investigations or proceedings pending (or, to the Knowledge of RMP, threatened) by any Governmental Authority with respect to RMP, RMP GP or any of their Subsidiaries or actions, suits or proceedings pending (or, to the Knowledge of RMP, threatened) against RMP, RMP GP or any of their Subsidiaries or any of their respective properties or assets, at law or in equity before any Governmental Authority, and
 
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there are no orders, judgments, decrees or similar rulings of any Governmental Authority against RMP, RMP GP or any of their Subsidiaries, in each case except for those that would not reasonably be expected to have, individually or in the aggregate, an RMP Material Adverse Effect.
 
Section 3.8                                     Compliance with Laws; Permits .
 
(a)                                  RMP, RMP GP and their Subsidiaries are, and since the later of December 31, 2015 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, tariff, ordinance, rule, regulation, judgment, order, injunction, stipulation, determination, award or decree or agency requirement of or undertaking to any Governmental Authority, including common law (collectively, “ Laws ” and each, a “ Law ”), except where such non-compliance, default or violation would not have, individually or in the aggregate, an RMP Material Adverse Effect.
 
(b)                                  RMP, RMP GP and their Subsidiaries are in possession of all Permits (including Environmental Permits) necessary for RMP, RMP GP and their Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “ RMP Permits ”), except where the failure to have any of the RMP Permits would not have, individually or in the aggregate, an RMP Material Adverse Effect.  All RMP Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, an RMP Material Adverse Effect.  No suspension or cancellation of any of the RMP Permits is pending or, to the Knowledge of RMP, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, an RMP Material Adverse Effect.  RMP, RMP GP and their Subsidiaries are not, and since December 31, 2015 have not been, in violation or breach of, or default under, any RMP Permit, except where such violation, breach or default would not have, individually or in the aggregate, an RMP Material Adverse Effect.  As of the date of this Agreement, to the Knowledge of RMP, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of RMP, RMP GP or any of their Subsidiaries under, any RMP Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any RMP Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, an RMP Material Adverse Effect.
 
(c)                                   Without limiting the generality of Section 3.8(a) , none of RMP, its Subsidiaries, or, to the knowledge of RMP, any consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to RMP or its Subsidiaries; (ii) has, to the knowledge of RMP, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of RMP, is being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a RMP Material Adverse Effect.
 
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Section 3.9                                     Information Supplied .  None of the information supplied (or to be supplied) in writing by or on behalf of RMP specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by EQM in connection with the issuance of EQM Units in connection with the Merger (as amended or supplemented from time to time, the “ Registration Statement ”) will, at the time the Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading, and (b) the Proxy Statement will, on the date it is first mailed to RMP Unitholders, and at the time of the RMP Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.  The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act.  Notwithstanding the foregoing, RMP makes no representation or warranty with respect to information supplied by or on behalf of EQM for inclusion or incorporation by reference in any of the foregoing documents.
 
Section 3.10                              Tax Matters .  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect:  (a) all Tax Returns required to be filed by or with respect to RMP or any of its Subsidiaries have been duly and timely filed, and all such Tax Returns are true, correct and complete, (b) all Taxes owed by RMP or any of its Subsidiaries, or for which RMP or any of its Subsidiaries may be liable, that are or have become due have been timely paid in full, (c) RMP and its Subsidiaries have timely complied with all applicable Tax withholding, collection and deposit requirements, (d) there are no Liens for Taxes (other than statutory Liens for current-period Taxes (x) that are not yet due and payable or (y) that are being contested in good faith and for which adequate reserves have been established in accordance with GAAP) on any of the assets of RMP or any of its Subsidiaries, (e) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of RMP or any of its Subsidiaries, (f) there is no written claim against RMP or any of its Subsidiaries for any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed, or threatened in writing with respect to any Tax Return of or with respect to RMP or any of its Subsidiaries, (g) in the last three (3) years, no claim has been made in writing by a Governmental Authority in a jurisdiction where RMP or any of its Subsidiaries does not file income or franchise Tax Returns that RMP or such Subsidiary is or may be subject to income or franchise taxation in that jurisdiction, (h) none of RMP or any of its Subsidiaries is a party to a Tax allocation, sharing or indemnification agreement, and no payments are due or will become due by RMP or any of its Subsidiaries pursuant to any such agreement, in each case, other than (x) agreements solely between or among RMP and/or its Subsidiaries or (y) provisions contained in commercial agreements the primary purpose of which is not Taxes (including, without limitation, leases, employment agreements, commercial contracts and credit agreements), (i) none of RMP or any of its Subsidiaries has been a member of an affiliated, combined, consolidated, unitary or similar group with respect to Taxes (including any affiliated group within the meaning of Section 1504 of the Code and any similar group under state, local or non-U.S. law), or has any liability for the Taxes of any Person (other than RMP or any of its Subsidiaries), or as a transferee or successor, (j) each of RMP and any of its Subsidiaries that is classified as a partnership for U.S. federal income tax purposes has in effect a valid election
 
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under Section 754 of the Code, (k) RMP is properly classified as a partnership for U.S. federal income tax purposes, and not as an association or a publicly traded partnership taxable as a corporation under Section 7704 of the Code, and has been properly treated as such (or properly treated as disregarded as separate from its owner for U.S. federal income tax purposes) since its formation, (l) at least 90% of the gross income of RMP for each taxable year since its formation through and including the current taxable year has been treated as “qualifying income” within the meaning of Section 7704(d) of the Code, (m) each Subsidiary of RMP is, and since its formation or acquisition by RMP has been, either a partnership or disregarded as an entity separate from its owner for U.S. federal income tax purposes, (n) neither RMP nor any of its Subsidiaries has taken or agreed to take any action that would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment, nor is RMP or any of its Subsidiaries aware of any agreement, plan or other circumstance that would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment and (o) neither RMP nor any of its Subsidiaries has ever entered into or been a party to any “listed transaction” as defined in Section 1.6011-4(b)(2) of the Treasury Regulations.
 
Section 3.11                              Employee Benefits .
 
(a)                                  RMP has made available to EQM all material RMP Benefit Plans.  “ RMP Benefit Plans ” means all Benefit Plans that are sponsored, maintained, contributed to or required to be contributed to by RMP or any of its Subsidiaries, or under which RMP or any of its Subsidiaries has any obligation or liability, whether actual or contingent, in each case, for the benefit of current or former officers, employees, directors or consultants of RMP or its Subsidiaries.
 
(b)                                  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, (i) none of RMP or any of its Subsidiaries contributes to, is required to contribute to, or has in the last six years contributed to or been required to contribute to a Multiemployer Plan and (ii) none of RMP or any of its Subsidiaries has incurred any “withdrawal liability” (within the meaning of Section 4201 of ERISA) to a Multiemployer Plan that has not been satisfied in full or has (or is reasonably expected to have) any other actual or contingent liability with respect to any Multiemployer Plan.
 
(c)                                   Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, none of RMP, any of its Subsidiaries, or any of their respective ERISA Affiliates has in the last six years sponsored, maintained, contributed to or been required to contribute to, or has (or is reasonably expected to have) any actual or contingent liability with respect to any Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code.
 
(d)                                  With respect to each RMP Benefit Plan that is subject to Section 302 or Title IV of ERISA, except as would not have, individually or in the aggregate, an RMP Material Adverse Effect:  (i) the minimum funding standard under Section 302 of ERISA and Sections 412 and 430 of the Code has been satisfied and no waiver of any minimum funding standard or any extension of any amortization period has been requested or granted; (ii) all premiums to the Pension Benefit Guaranty Corporation (“ PBGC ”) have been timely paid in full,
 
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and (iii) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by RMP or any of its Subsidiaries.
 
(e)                                   Except for such claims which would not have, individually or in the aggregate, an RMP Material Adverse Effect, no action, dispute, suit, claim, arbitration, or legal, administrative or other proceeding or governmental action is pending or, to the Knowledge of RMP, threatened with respect to any RMP Benefit Plan, other than claims for benefits in the ordinary course, (i) alleging any breach of the material terms of such plan or any fiduciary duties with respect thereto or (ii) alleging any violation of any applicable Law with respect to such plan.
 
(f)                                    Each RMP Benefit Plan has been maintained, funded and administered in compliance with its terms and with applicable Law, including ERISA and the Code, except for such non-compliance which would not have, individually or in the aggregate, an RMP Material Adverse Effect.
 
(g)                                   Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, with respect to any RMP Benefit Plan, all contributions, premiums and other payments due from any of RMP or its Subsidiaries required by applicable Law or the terms of any RMP Benefit Plan have been made or properly accrued under any such plan to any fund, trust or account established thereunder or in connection therewith by the due date thereof.
 
(h)                                  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, neither RMP nor any of its Subsidiaries has any liability for post-termination or retiree life or medical benefits to former officers, employees, directors or consultants, or beneficiaries or dependents of any of the foregoing, except for continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA provided at no expense to RMP or any of its Subsidiaries.
 
(i)                                      Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, none of RMP, its ERISA Affiliates or any other Person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which would reasonably be expected to subject any of the RMP Benefit Plans or their related trusts, RMP, any of its ERISA Affiliates or any Person that RMP or any of its ERISA Affiliates has an obligation to indemnify, to any Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.
 
(j)                                     Except pursuant to retention or other arrangements put in place after the date of this Agreement in compliance with the terms of this Agreement, or as otherwise expressly contemplated by this Agreement, the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) accelerate the time of payment or vesting, or increase the amount of any compensation or benefits due to any employee, consultant or officer of RMP, RMP GP or any of their respective Subsidiaries, (ii) result in any forgiveness of indebtedness or an obligation to fund benefits with respect to any such individual or (iii) result in any limitation on the right of the RMP Entities or any of their Affiliates to amend, merge, terminate or receive a reversion of assets from any RMP Benefit Plan or related trust.
 
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Section 3.12                              Labor Matters .
 
(a)                                  Except for such matters which would not have, individually or in the aggregate, an RMP Material Adverse Effect, none of RMP, RMP GP or any of their respective Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of RMP, RMP GP or any of their respective Subsidiaries with respect to such matters and, to the Knowledge of RMP, no such investigation is in progress.
 
(b)                                  Except for such matters which would not have, individually or in the aggregate, an RMP Material Adverse Effect, (i) there are no (and have not been during the two-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of RMP, RMP GP or any of their respective Subsidiaries, (ii) to the Knowledge of RMP, there is no (and has not been during the two-year period preceding the date of this Agreement) union organizing effort pending or threatened against RMP, RMP GP or any of their respective Subsidiaries, (iii) there is no (and has not been during the two-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of RMP, threatened against RMP, RMP GP or any of their respective Subsidiaries and (iv) there is no (and has not been during the two year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the Knowledge of RMP, threatened with respect to any employees of RMP, RMP GP or any of their respective Subsidiaries.
 
(c)                                   None of RMP, RMP GP or any of their respective Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act of 1988 (the “ WARN Act ”) as a result of any action taken by RMP, RMP GP, or any of their respective Subsidiaries that would have, individually or in the aggregate, an RMP Material Adverse Effect.
 
(d)                                  Except for such non-compliance which would not have, individually or in the aggregate, an RMP Material Adverse Effect, RMP, RMP GP and each of their respective Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).
 
Section 3.13                              Environmental Matters .  Except as would not, individually or in the aggregate, have an RMP Material Adverse Effect:  (a) each of RMP and its Subsidiaries is and, since the later of December 31, 2015 and their respective dates of incorporation, formation or organization, has been in compliance with all applicable Environmental Laws, (b) there has been no release of any Hazardous Substance by RMP or any of its Subsidiaries, or to the Knowledge of RMP, any other Person in any manner that would give rise to RMP or any of its Subsidiaries incurring any remedial obligation or corrective action requirement under applicable Environmental Laws, (c) there are no investigations, actions, claims, suits or proceedings pending or, to the Knowledge of RMP, threatened against RMP or any of its Subsidiaries or involving any real property currently or, to the Knowledge of RMP, formerly owned, operated or leased by or for RMP or any Subsidiary alleging noncompliance with or liability under, any
 
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Environmental Law and (d) to RMP’s Knowledge, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, at or from any properties owned or operated by RMP or any of its Subsidiaries or as a result of any operations or activities of, or on behalf of, RMP or any of its Subsidiaries.
 
Section 3.14                              Contracts .
 
(a)                                  Except for this Agreement, any RMP Benefit Plans, or as filed with the SEC prior to the date of this Agreement, neither RMP nor any of its Subsidiaries is a party to or bound by, as of the date of this Agreement, any Contract (whether written or oral) (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to RMP; or (ii) which constitutes a contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $10,000,000, other than Contracts solely between or among RMP and one or more of its Subsidiaries (all contracts of the type described in this Section 3.14(a)  being referred to herein as “ RMP Material Contracts ”).
 
(b)                                  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect:  (i) each RMP Material Contract is valid and binding on RMP and its Subsidiaries, as applicable, and is in full force and effect; (ii) RMP and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each RMP Material Contract; (iii) neither RMP nor any of its Subsidiaries has received written notice of, or to the Knowledge of RMP, knows of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the part of RMP or any of its Subsidiaries under any such RMP Material Contract; and (iv) to the Knowledge of RMP, as of the date of this Agreement no other party to any RMP Material Contract is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default by any such other party thereunder.
 
Section 3.15                              Property .
 
(a)                                  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, RMP or a Subsidiary of RMP owns and has good title to all of its owned real property (other than severed oil, gas and/or mineral rights and other hydrocarbon interests) and good title to all its owned personal property, and has valid leasehold interests in all of its leased real properties (other than hydrocarbon interests) free and clear of all Liens, in each case, sufficient to conduct their respective businesses as currently conducted (except in all cases for Liens permissible under or not prohibited by any applicable material loan agreements and indentures (together with all related mortgages, deeds of trust and other security agreements)).  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, all leases under which RMP or any of its Subsidiaries lease any real or personal property (other than hydrocarbon interests) are valid and effective against RMP or any of its Subsidiaries and, to the Knowledge of RMP, the counterparties thereto, in accordance with their respective terms and there is not, under any of such leases, any existing material default by RMP or any of its Subsidiaries or, to the Knowledge of RMP, the counterparties thereto, or, to the Knowledge of RMP, any event which, with notice or lapse of time or both, would become a material default by RMP or any of its Subsidiaries, or, to the Knowledge of RMP, the counterparties thereto.
 
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(b)                                  RMP and its Subsidiaries have such consents, easements, rights-of-way, permits or licenses from each person (collectively, “ rights-of-way ”) as are sufficient to conduct their businesses in all material respects as currently conducted, except such rights-of-way that, if not obtained (or which, if obtained, if the same were to expire or be revoked or terminated), would not, individually or in the aggregate, have an RMP Material Adverse Effect.  Except as would not, individually or in the aggregate, have an RMP Material Adverse Effect, each of RMP and its Subsidiaries has fulfilled and performed all its obligations with respect to such rights-of-way which are required to be fulfilled or performed as of the date of this Agreement (subject to all applicable waivers, modifications, grace periods and extensions) and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for rights reserved to, or vested in, any municipality or other Governmental Authority or any railroad by the terms of any right, power, franchise, grant, license, permit, or by any other provision of any applicable Law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right.
 
Section 3.16                              Intellectual Property .  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, either RMP or an Affiliate of RMP owns, or is licensed or otherwise possesses adequate rights to use, all material trademarks, trade names, service marks, service names, mark registrations, logos, assumed names, domain names, registered and unregistered copyrights, patents or applications and registrations, and trade secrets (collectively, the “ RMP Intellectual Property ”) used in their respective businesses as currently conducted.  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, (a) there are no pending or, to the Knowledge of RMP, threatened claims by any Person alleging infringement or misappropriation by RMP or any of its Subsidiaries of such Person’s intellectual property, (b) to the Knowledge of RMP, the conduct of the business of RMP and its Subsidiaries does not infringe or misappropriate any intellectual property rights of any Person, (c) neither RMP nor any of its Subsidiaries has made any claim of a violation or infringement, or misappropriation by others of its rights to or in connection with the RMP Intellectual Property, and (d) to the Knowledge of RMP, no Person is infringing or misappropriating any RMP Intellectual Property.
 
Section 3.17                              Insurance .  Section 3.17 of the RMP Disclosure Schedule lists the annual premiums paid by RMP for directors and officers liability insurance policies.  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, (i) RMP and its Subsidiaries maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel and businesses in amounts customary for the businesses in which they operate and (ii) none of RMP or its Subsidiaries has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance, and all such insurance is outstanding and duly in force.
 
Section 3.18                              Opinion of Financial Advisor .  The RMP Conflicts Committee has received the opinion of Jefferies LLC (the “ RMP Financial Advisor ”), dated the date of this Agreement, to the effect that, as of such date, and subject to the assumptions and qualifications set forth therein, the Exchange Ratio is fair, from a financial point of view, to RMP and the RMP Unaffiliated Unitholders (the “ RMP Fairness Opinion ”).  RMP has been authorized by the
 
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RMP Financial Advisor to permit the inclusion of the RMP Fairness Opinion in the Registration Statement and the Proxy Statement.
 
Section 3.19                              Brokers and Other Advisors .  Except for the RMP Financial Advisor, the fees and expenses of which will be paid by RMP, no broker, investment banker or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or commission, or the reimbursement of expenses, in connection with the Merger, the GP Merger or the other transactions contemplated hereby based on arrangements made by or on behalf of RMP or any of its Subsidiaries.  RMP has heretofore made available to EQM a correct and complete copy of RMP’s engagement letter with the RMP Financial Advisor, which letter describe all fees payable to the RMP Financial Advisor, in connection with the transactions contemplated hereby and all agreements under which any such fees or any expenses are payable and all indemnification and other agreements with the RMP Financial Advisor, entered into in connection with the transactions contemplated hereby.
 
Section 3.20                              State Takeover Statutes .  The action of the RMP GP Board in approving this Agreement and the transactions contemplated hereby is sufficient to render inapplicable to this Agreement and the transactions contemplated hereby any state takeover laws and any applicable provision of the RMP Partnership Agreement.  There is no unitholder rights plan in effect, to which RMP is a party or otherwise bound.
 
Section 3.21                              Regulatory Matters .  Except as would not, individually or in the aggregate, have an RMP Material Adverse Effect, there are no proceedings pending, or to the Knowledge of RMP, threatened, alleging that RMP or any of its Subsidiaries is in material violation of the Natural Gas Act, 15 U.S.C. § 717, et seq . (the “ NGA ”), the Natural Gas Policy Act of 1978, 15 U.S.C. § 3301, et seq . (the  “ NGPA ”), the Interstate Commerce Act, 49 U.S.C. App. § 1, et seq . (1988) (the “ ICA ”), the Federal Power Act, 16 U.S.C. § 791a, et seq . (the “ FPA ”), or the Public Utility Holding Company Act of 2005, 42 U.S.C. §§ 16451-16453 (“ PUHCA ”), or the laws, rules and regulations of any applicable state public utility commission or department, as the case may be.
 
Section 3.22                              Investment Company Act .  RMP is not, nor immediately after the Closing will be, subject to regulation under the Investment Company Act of 1940, as amended.
 
Section 3.23                              No Other Representations or Warranties .  Except for the representations and warranties set forth in this Article III , none of RMP, RMP GP or any other Person makes or has made any express or implied representation or warranty with respect to RMP, RMP GP or with respect to any other information provided to any EQM Entity in connection with the Merger, the GP Merger or the other transactions contemplated hereby.  Without limiting the generality of the foregoing, none of RMP, RMP GP or any other Person will have or be subject to any liability or other obligation to any EQM Entity or any other Person resulting from the distribution to any EQM Entity (including their respective Representatives), or any EQM Entity’s (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts or other materials made available to any EQM Entity in certain “data rooms” or management presentations in expectation of the Merger or the GP Merger.
 
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE EQM ENTITIES
 
Except as disclosed in (a) the EQM SEC Documents filed or publicly furnished with the SEC on or after December 31, 2016 and prior to the date of this Agreement (but excluding any disclosure contained in any such EQM SEC Documents under the heading “Risk Factors” or “Forward-Looking Statements” or similar heading (other than any factual information contained within such headings, disclosure or statements)) or (b) the disclosure letter delivered by EQM to RMP (the “ EQM Disclosure Schedule ”) prior to the execution of this Agreement ( provided that (i) disclosure in any section of such EQM Disclosure Schedule shall be deemed to be disclosed with respect to any other section of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or cross reference thereto and (ii) the mere inclusion of an item in such EQM Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have, an EQM Material Adverse Effect), the EQM Entities hereby represent and warrant to RMP as follows:
 
Section 4.1                                     Organization, Standing and Power .
 
(a)                                  Each of the EQM Entities and their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect on EQM (an “ EQM Material Adverse Effect ”).
 
(b)                                  Each of the EQM Entities and their respective Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, have an EQM Material Adverse Effect.
 
(c)                                   All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of EQM that are owned directly or indirectly by EQM have been duly authorized and validly issued in accordance with the organizational documents of each such entity (in each case as in effect on the date of this Agreement) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the organizational documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens.  Except (i) as set forth in Section 4.1(c) of the EQM Disclosure Schedule and (ii) for those of the EQM Joint Ventures, all such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by EQM.
 
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(d)                                  EQM has made available to RMP correct and complete copies of its certificate of limited partnership and the EQM Partnership Agreement (the “ EQM Charter Documents ”) and correct and complete copies of the comparable organizational documents of each of its material Subsidiaries (the “ EQM Subsidiary Documents ”) and of EQM GP, in each case as amended to the date of this Agreement.  All such EQM Charter Documents, EQM Subsidiary Documents and EQM GP Charter Documents are in full force and effect, and none of EQM, its material Subsidiaries or EQM GP is in violation of any of their provisions.
 
(e)                                   EQM GP has not engaged in business, activity or operations other than acting as general partner of EQM, and EQM GP has no assets (other than the EQM GP Interest). EQM GP has no liabilities of any nature (whether or not accrued or contingent) other than liabilities incurred as a matter of law by virtue of acting as general partner of EQM. EQM GP is not a party to any document or agreement in its individual capacity (as opposed to its capacity as general partner of EQM). EQM GP has no employees and has not and is not obligated to sponsor, maintain or contribute to any Benefit Plan.
 
Section 4.2                                     Capitalization .
 
(a)                                  As of the close of business on April 24, 2018, the issued and outstanding limited partner interests and general partner interests of EQM consisted of (i) 80,591,366 EQM Units, (ii) the EQM Incentive Distribution Rights and (iii) 1,443,015 EQM GP Units.  Section 4.2(a)  of the EQM Disclosure Schedule sets forth the number of EQM Units that were issuable pursuant to EQM Equity Plans as of April 24, 2018, including the number of EQM Units that were subject to outstanding awards under the EQM Equity Plans (whether settleable in EQM Units or cash) as of such date.  All outstanding EQM Partnership Interests have been duly authorized and validly issued and are fully paid (to the extent required under the EQM Partnership Agreement), nonassessable (except as set forth in the EQM Partnership Agreement or as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and, except as set forth in the EQM Partnership Agreement, free of preemptive rights. Except (A) as set forth above in this Section 4.2(a) , (B) as contemplated by the Drop-Down Agreement or (C) as otherwise expressly permitted by Section 5.2(b) , as of the date of this Agreement there are not, and as of the Effective Time there will not be, any partnership interests, voting securities or other equity interests of EQM issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any EQM Partnership Interests or other partnership interests, voting securities or other equity interests of EQM, including any representing the right to purchase or otherwise receive any of the foregoing.
 
(b)                                  Since the Balance Sheet Date to the date of this Agreement, EQM has not issued any EQM Partnership Interests or other partnership interests, voting securities or other equity interests, or any securities convertible into or exchangeable or exercisable for any EQM Partnership Interests or other partnership interests, voting securities or other equity interests, other than as set forth above in Section 4.2(a) .  Except for equity or equity-based awards outstanding under EQM Equity Plans and disclosed above in Section 4.2(a) , none of EQM or any of its Subsidiaries has issued or is bound by any outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or disposition of any partnership interests, shares of capital stock,
 
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voting securities or equity interests of any Subsidiary of EQM (other than, with respect to the EQM Joint Ventures, as set forth in the definitive agreements for such EQM Joint Ventures).  Except (i) as set forth in the EQM Charter Documents, as in effect as of the date of this Agreement or (ii) in connection with the vesting, settlement or forfeiture of, or Tax withholding with respect to, any equity or equity-based awards outstanding as of the date of this Agreement, there are no outstanding obligations of EQM or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests, shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any partnership interests, shares of capital stock, voting securities or equity interests) of EQM or any of its Subsidiaries (other than, with respect to the EQM Joint Ventures, as set forth in the definitive agreements for such EQM Joint Ventures).
 
(c)                                   EQM GP is the sole general partner of EQM.  EQM GP is the sole record and beneficial owner of the EQM GP Interest and the EQM Incentive Distribution Rights, and such EQM GP Interest and the EQM Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law and the EQM Partnership Agreement.  EQM GP owns the EQM GP Interest and the EQM Incentive Distribution Rights free and clear of any Liens.
 
(d)                                  EQGP is the sole member of EQM GP.  EQGP is the sole record and beneficial owner of all limited liability company interests in EQM GP, and such limited liability company interests have been duly authorized and validly issued in accordance with applicable Law and the Amended and Restated Limited Liability Company Agreement of EQM GP.  EQGP owns the limited liability company interests in EQM GP free and clear of any Liens.
 
(e)                                   All of the issued and outstanding limited liability company interests of each of Merger Sub and GP Merger Sub are owned, beneficially and of record, by EQM Gathering Holdings.  Each of Merger Sub and GP Merger Sub has been formed solely for the purpose of engaging in the Merger or the GP Merger, respectively, and the other transactions contemplated by this Agreement.  Except for obligations and liabilities incurred in connection with its formation and the Merger, the GP Merger and the other transactions contemplated by this Agreement, neither Merger Sub nor GP Merger Sub has or will have incurred, directly or indirectly, any obligations or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.
 
(f)                                    When issued pursuant to the terms of this Agreement, all EQM Units constituting the Merger Consideration will be duly authorized, validly issued, fully paid (to the extent required under the EQM Partnership Agreement), nonassessable (except as set forth in the EQM Partnership Agreement or as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and, except as set forth in the EQM Partnership Agreement, free of preemptive rights.
 
Section 4.3                                     Authority; Noncontravention .
 
(a)                                  Each of the EQM Entities has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Merger and the GP Merger.  The execution, delivery and performance by the EQM Entities
 
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of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger, have been duly authorized by all necessary entity action on the part of the EQM Entities, and no other entity action on the part of the EQM Entities is necessary to authorize the execution, delivery and performance by the EQM Entities of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger.  This Agreement has been duly executed and delivered by the applicable EQM Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of the applicable EQM Entities, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.
 
(b)                                  Neither the execution and delivery of this Agreement by the EQM Entities, nor the consummation by the EQM Entities of the transactions contemplated hereby, nor compliance by the EQM Entities with any of the terms or provisions of this Agreement, will (i) conflict with or violate any provision of the EQM Charter Documents, the EQM GP Charter Documents, the Merger Sub Charter Documents, the GP Merger Sub Charter Documents or any of the EQM Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to EQM, EQM GP or any of their Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, EQM, EQM GP or any of their Subsidiaries under any of the terms, conditions or provisions of any Contract or EQM Permit (including any Environmental Permit) to which EQM, EQM GP or any of their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of EQM, EQM GP or any of their Subsidiaries, except, in the case of clauses (ii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have an EQM Material Adverse Effect.
 
(c)                                   No vote or approval of the holders of any class or series of EQM Partnership Interests or other partnership interests, equity interests or capital stock of EQM or any of its Subsidiaries (other than Merger Sub and GP Merger Sub, with respect to which all such approvals have been obtained as of the date hereof) is necessary to approve this Agreement and the transactions contemplated hereby in accordance with the EQM Partnership Agreement.
 
(d)                                  None of the EQM Entities nor any of their respective Subsidiaries holds any limited partner interests, capital stock, voting securities or equity interests of RMP or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such limited partner interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any such limited partner interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible
 
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into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such limited partner interests, shares of capital stock, voting securities or equity interests.
 
Section 4.4                                     Governmental Approvals .  Except for (a) filings required under, and compliance with other applicable requirements of, the Exchange Act and the Securities Act, including the filing of the Registration Statement and the Proxy Statement with the SEC, (b) the filing of the Certificate of Merger and the Certificate of GP Merger with the Secretary of State of the State of Delaware, (c) any filings required under, and in compliance with other applicable requirements of, the HSR Act and other Antitrust Laws or (d) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by the EQM Entities and the consummation by the EQM Entities of the transactions contemplated hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to result in an EQM Material Adverse Effect.
 
Section 4.5                                     EQM SEC Documents; Undisclosed Liabilities .
 
(a)                                  EQM and its Subsidiaries have filed and furnished all reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements required to be filed or furnished by them with the SEC since December 31, 2016 (collectively and together with all documents filed or publicly furnished on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “ EQM SEC Documents ”).  The EQM SEC Documents, as of their respective effective dates (in the case of the EQM SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other EQM SEC Documents), or, if amended, as finally amended prior to the date of this Agreement, complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act, as the case may be, applicable to such EQM SEC Documents, and none of the EQM SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the EQM SEC Documents.  To the Knowledge of EQM, none of the EQM SEC Documents is the subject of ongoing SEC review or investigation.
 
(b)                                  The consolidated financial statements of EQM included in the EQM SEC Documents as of their respective dates (if amended, as of the date of the last such amendment) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of EQM and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in equity for the periods then ended (subject,
 
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in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has been or will be, individually or in the aggregate, material to EQM and its consolidated Subsidiaries, taken as a whole).
 
(c)                                   EQM has established and maintains internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to EQM, including its consolidated Subsidiaries, required to be disclosed by EQM in the reports that it files or submits under the Exchange Act is accumulated and communicated to EQM’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by EQM in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  EQM’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to EQM’s auditors and the audit committee of the EQM GP Board (i) all significant deficiencies in the design or operation of internal controls over financial reporting which could adversely affect EQM’s ability to record, process, summarize and report financial data and have identified for EQM’s auditors any material weaknesses in internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in EQM’s internal controls over financial reporting.  The principal executive officer and the principal financial officer of EQM have made all certifications required by the Sarbanes-Oxley Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the EQM SEC Documents, and the statements contained in such certifications were complete and correct when made.  The management of EQM has completed its assessment of the effectiveness of EQM’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2017, and such assessment concluded that such controls were effective.  To the Knowledge of EQM, as of the date of this Agreement, there are no facts or circumstances that would prevent its principal executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due.
 
(d)                                  Except (i) as reflected or otherwise reserved against on the balance sheet of EQM and its consolidated Subsidiaries as of the Balance Sheet Date (including the notes thereto) included in the EQM SEC Documents filed by EQM and publicly available prior to the date of this Agreement, (ii) for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business and (iii) for liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated hereby, neither EQM nor any of its Subsidiaries has any liabilities or obligations of any nature (whether or not accrued or contingent) that would be required to be reflected or reserved against on a consolidated balance sheet of EQM prepared in accordance with GAAP or the notes thereto, other than as have not and would not reasonably be expected to have, individually or in the aggregate, an EQM Material Adverse Effect.
 
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(e)                                   Neither EQM nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among EQM and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, EQM in EQM’s published financial statements or any EQM SEC Documents.
 
Section 4.6                                     Absence of Certain Changes or Events .
 
(a)                                  Since the Balance Sheet Date, there has not been an EQM Material Adverse Effect.
 
(b)                                  Since the Balance Sheet Date, (i) except for this Agreement and the transactions contemplated hereby, EQM and its consolidated Subsidiaries have carried on and operated their respective businesses in all material respects in the ordinary course of business consistent with past practice and (ii) neither EQM nor any of its Subsidiaries has taken any action described in Section 5.2(b)  that, if taken after the date of this Agreement and prior to the Effective Time without the prior written consent of RMP, would violate such provisions.
 
Section 4.7                                     Legal Proceedings .  There are no investigations or proceedings pending (or, to the Knowledge of EQM, threatened) by any Governmental Authority with respect to EQM, EQM GP or any of their Subsidiaries or actions, suits or proceedings pending (or, to the Knowledge of EQM, threatened) against EQM, EQM GP or any of their Subsidiaries or any of their respective properties or assets, at law or in equity before any Governmental Authority, and there are no orders, judgments, decrees or similar rulings of any Governmental Authority against EQM, EQM GP or any of their Subsidiaries, in each case except for those that would not reasonably be expected to have, individually or in the aggregate, an EQM Material Adverse Effect.
 
Section 4.8                                     Compliance with Laws; Permits .
 
(a)                                  EQM, EQM GP and their Subsidiaries are, and since the later of December 31, 2015 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable Laws, except where such non-compliance, default or violation would not have, individually or in the aggregate, an EQM Material Adverse Effect.
 
(b)                                  EQM, EQM GP and their Subsidiaries are in possession of all Permits (including Environmental Permits) necessary for EQM, EQM GP and their Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “ EQM Permits ”), except where the failure to have any of the EQM Permits would not have, individually or in the aggregate, an EQM Material Adverse Effect.  All EQM Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, an EQM Material Adverse Effect.  No suspension or
 
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cancellation of any of the EQM Permits is pending or, to the Knowledge of EQM, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, an EQM Material Adverse Effect.  EQM, EQM GP and their Subsidiaries are not, and since December 31, 2015 have not been, in violation or breach of, or default under, any EQM Permit, except where such violation, breach or default would not have, individually or in the aggregate, an EQM Material Adverse Effect.  As of the date of this Agreement, to the Knowledge of EQM, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of EQM, EQM GP or any of their Subsidiaries under, any EQM Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any EQM Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, an EQM Material Adverse Effect.
 
(c)                                   Without limiting the generality of Section 4.8(a) , none of EQM, its Subsidiaries, or, to the knowledge of EQM, any consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to EQM or its Subsidiaries; (ii) has, to the knowledge of EQM, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of EQM, is being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, an EQM Material Adverse Effect.
 
(d)                                  None of EQM or any of its Subsidiaries has any liabilities under the WARN Act that would have, individually or in the aggregate, an EQM Material Adverse Effect.  Except for such non-compliance which would not have, individually or in the aggregate, an EQM Material Adverse Effect, EQM and each of its Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).
 
Section 4.9                                     Information Supplied .  None of the information supplied (or to be supplied) in writing by or on behalf of EQM specifically for inclusion or incorporation by reference in (a) the Registration Statement will, at the time the Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, and (b) the Proxy Statement will, on the date it is first mailed to RMP Unitholders, and at the time of the RMP Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading.  The Registration Statement and Proxy Statement will comply as to form in all material respects with the applicable requirements of the Securities Act or Exchange Act, as
 
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applicable.  Notwithstanding the foregoing, EQM makes no representation or warranty with respect to information supplied by or on behalf of RMP for inclusion or incorporation by reference in any of the foregoing documents.
 
Section 4.10                              Tax Matters .  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect:  (a) all Tax Returns required to be filed by or with respect to EQM or any of its Subsidiaries have been duly and timely filed, and all such Tax Returns are true, correct and complete, (b) all Taxes owed by EQM or any of its Subsidiaries, or for which EQM or any of its Subsidiaries may be liable, that are or have become due have been timely paid in full, (c) EQM and its Subsidiaries have timely complied with all applicable Tax withholding, collection and deposit requirements, (d) there are no Liens for Taxes (other than statutory Liens for current-period Taxes (x) that are not yet due and payable or (y) that are being contested in good faith and for which adequate reserves have been established in accordance with GAAP) on any of the assets of EQM or any of its Subsidiaries, (e) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of EQM or any of its Subsidiaries, (f) there is no written claim against EQM or any of its Subsidiaries for any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed, or threatened in writing with respect to any Tax Return of or with respect to EQM or any of its Subsidiaries, (g) in the last three (3) years, no claim has been made in writing by a Governmental Authority in a jurisdiction where EQM or any of its Subsidiaries does not file income or franchise Tax Returns that EQM or such Subsidiary is or may be subject to income or franchise taxation in that jurisdiction, (h) none of EQM or any of its Subsidiaries is a party to a Tax allocation, sharing or indemnification agreement, and no payments are due or will become due by EQM or any of its Subsidiaries pursuant to any such agreement, in each case, other than (x) agreements solely between or among EQM and/or its Subsidiaries or (y) provisions contained in commercial agreements the primary purpose of which is not Taxes (including, without limitation, leases, employment agreements, commercial contracts and credit agreements), (i) none of EQM or any of its Subsidiaries has been a member of an affiliated, combined, consolidated, unitary or similar group with respect to Taxes (including any affiliated group within the meaning of Section 1504 of the Code and any similar group under state, local or non-U.S. law), or has any liability for the Taxes of any Person (other than EQM or any of its Subsidiaries), or as a transferee or successor, (j) each of EQM and any of its Subsidiaries that is classified as a partnership for U.S. federal income tax purposes has in effect a valid election under Section 754 of the Code, (k) EQM is properly classified as a partnership for U.S. federal income tax purposes, and not as an association or a publicly traded partnership taxable as a corporation under Section 7704 of the Code, and has been properly treated as such (or properly treated as disregarded as separate from its owner for U.S. federal income tax purposes) since its formation, (l) at least 90% of the gross income of EQM for each taxable year since its formation through and including the current taxable year has been treated as “qualifying income” within the meaning of Section 7704(d) of the Code, (m) each Subsidiary of EQM, other than EQT Midstream Finance Corporation, is, and since its formation or acquisition by EQM has been, either a partnership or disregarded as an entity separate from its owner for U.S. federal income tax purposes, (n) neither EQM nor any of its Subsidiaries has taken or agreed to take any action that would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment, nor is EQM or any of its Subsidiaries aware of any agreement, plan or other circumstance that would reasonably be expected to prevent the Merger from qualifying for the
 
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Intended Tax Treatment and (o) neither EQM nor any of its Subsidiaries has ever entered into or been a party to any “listed transaction” as defined in Section 1.6011-4(b)(2) of the Treasury Regulations.
 
Section 4.11                              Employee Benefits .
 
(a)                                  EQM has made available to RMP all material EQM Benefit Plans.  “ EQM Benefit Plans ” means all Benefit Plans that are sponsored, maintained, contributed to or required to be contributed to by EQM or any of its Subsidiaries, or under which EQM or any of its Subsidiaries has any obligation or liability, whether actual or contingent, in each case, for the benefit of current or former officers, employees, directors or consultants of EQM or its Subsidiaries.
 
(b)                                  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, (i) none of EQM or any of its Subsidiaries contributes to, is required to contribute to, or has in the last six years contributed to or been required to contribute to a Multiemployer Plan and (ii) none of EQM or any of its Subsidiaries has incurred any “withdrawal liability” (within the meaning of Section 4201 of ERISA) to a Multiemployer Plan that has not been satisfied in full or has (or is reasonably expected to have) any other actual or contingent liability with respect to any Multiemployer Plan.
 
(c)                                   Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, none of EQM, any of its Subsidiaries, or any of their respective ERISA Affiliates has in the last six years sponsored, maintained, contributed to or been required to contribute to, or has (or is reasonably expected to have) any actual or contingent liability with respect to any Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code.
 
(d)                                  With respect to each EQM Benefit Plan that is subject to Section 302 or Title IV of ERISA, except as would not have, individually or in the aggregate, an EQM Material Adverse Effect:  (i) the minimum funding standard under Section 302 of ERISA and Sections 412 and 430 of the Code has been satisfied and no waiver of any minimum funding standard or any extension of any amortization period has been requested or granted; (ii) all premiums to the PBGC have been timely paid in full, and (iii) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by EQM or any of its Subsidiaries.
 
(e)                                   Except for such claims which would not have, individually or in the aggregate, an EQM Material Adverse Effect, no action, dispute, suit, claim, arbitration, or legal, administrative or other proceeding or governmental action is pending or, to the Knowledge of EQM, threatened with respect to any EQM Benefit Plan, other than claims for benefits in the ordinary course, (i) alleging any breach of the material terms of such plan or any fiduciary duties with respect thereto or (ii) alleging any violation of any applicable Law with respect to such plan.
 
(f)                                    Each EQM Benefit Plan has been maintained, funded and administered in compliance with its terms and with applicable Law, including ERISA and the Code, except for
 
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such non-compliance which would not have, individually or in the aggregate, an EQM Material Adverse Effect.
 
(g)                                   Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, with respect to any EQM Benefit Plan, all contributions, premiums and other payments due from any of EQM or its Subsidiaries required by applicable Law or the terms of any EQM Benefit Plan have been made or properly accrued under any such plan to any fund, trust or account established thereunder or in connection therewith by the due date thereof.
 
(h)                                  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, neither EQM nor any of its Subsidiaries has any liability for post-termination or retiree life or medical benefits to former officers, employees, directors or consultants, or beneficiaries or dependents of any of the foregoing, except for continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA provided at no expense to EQM or any of its Subsidiaries.
 
(i)                                      Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, none of EQM, its ERISA Affiliates or any other Person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which would reasonably be expected to subject any of the EQM Benefit Plans or their related trusts, EQM, any of its ERISA Affiliates or any Person that EQM or any of its ERISA Affiliates has an obligation to indemnify, to any Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.
 
(j)                                     Except pursuant to retention or other arrangements put in place after the date of this Agreement in compliance with the terms of this Agreement, the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) accelerate the time of payment or vesting, or increase the amount of any compensation or benefits due to any employee, consultant or officer of EQM, EQM GP or any of their respective Subsidiaries, (ii) result in any forgiveness of indebtedness or an obligation to fund benefits with respect to any such individual or (iii) result in any limitation on the right of the EQM Entities or any of their Affiliates to amend, merge, terminate or receive a reversion of assets from any EQM Benefit Plan or related trust.
 
Section 4.12                              Labor Matters .
 
(a)                                  Except for such matters which would not have, individually or in the aggregate, an EQM Material Adverse Effect, none of EQM, EQM GP or any of their respective Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of EQM, EQM GP or any of their respective Subsidiaries with respect to such matters and, to the Knowledge of EQM, no such investigation is in progress.
 
(b)                                  Except for such matters which would not have, individually or in the aggregate, an EQM Material Adverse Effect, (i) there are no (and have not been during the two-year period preceding the date of this Agreement) strikes or lockouts with respect to any
 
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employees of EQM, EQM GP or any of their respective Subsidiaries, (ii) to the Knowledge of EQM, there is no (and has not been during the two-year period preceding the date of this Agreement) union organizing effort pending or threatened against EQM, EQM GP or any of their respective Subsidiaries, (iii) there is no (and has not been during the two-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of EQM, threatened against EQM, EQM GP or any of their respective Subsidiaries and (iv) there is no (and has not been during the two year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the Knowledge of EQM, threatened with respect to any employees of EQM, EQM GP or any of their respective Subsidiaries.
 
(c)                                   None of EQM, EQM GP or any of their respective Subsidiaries has any liabilities under the WARN Act as a result of any action taken by EQM, EQM GP, or any of their respective Subsidiaries that would have, individually or in the aggregate, an EQM Material Adverse Effect.
 
(d)                                  Except for such non-compliance which would not have, individually or in the aggregate, an EQM Material Adverse Effect, EQM, EQM GP and each of their respective Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).
 
Section 4.13                              Environmental Matters .  Except as would not, individually or in the aggregate, have an EQM Material Adverse Effect:  (a) each of EQM and its Subsidiaries is and, since the later of December 31, 2015 and their respective dates of incorporation, formation or organization, has been in compliance with all applicable Environmental Laws, (b) there has been no release of any Hazardous Substance by EQM or any of its Subsidiaries, or to the Knowledge of EQM, any other Person in any manner that would give rise to EQM or any of its Subsidiaries incurring any remedial obligation or corrective action requirement under applicable Environmental Laws, (c) there are no investigations, actions, claims, suits or proceedings pending or, to the Knowledge of EQM, threatened against EQM or any of its Subsidiaries or involving any real property currently or, to the Knowledge of EQM, formerly owned, operated or leased by or for EQM or any Subsidiary alleging noncompliance with or liability under, any Environmental Law and (d) to the Knowledge of EQM, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, at or from any properties owned or operated by EQM or any of its Subsidiaries or as a result of any operations or activities of, or on behalf of, EQM or any of its Subsidiaries.
 
Section 4.14                              Contracts .
 
(a)                                  Except for this Agreement, any EQM Benefit Plans, or as filed with the SEC prior to the date of this Agreement, neither EQM nor any of its Subsidiaries is a party to or bound by, as of the date of this Agreement, any Contract (whether written or oral) (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to EQM; or (ii) which constitutes a contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed,
 
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guaranteed or secured by any asset) in excess of $50,000,000 (all contracts of the type described in this Section 4.14(a)  being referred to herein as “ EQM Material Contracts ”).
 
(b)                                  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect:  (i) each EQM Material Contract is valid and binding on EQM and any of its Subsidiaries, as applicable, and is in full force and effect; (ii) EQM and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each EQM Material Contract; (iii) neither EQM nor any of its Subsidiaries has received written notice of, or to the Knowledge of EQM, knows of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the part of EQM or any of its Subsidiaries under any such EQM Material Contract; and (iv) there is no (and has not been during the two year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the Knowledge of EQM, threatened with respect to any employees of EQM and any of its Subsidiaries.
 
(c)                                   EQM has provided to the RMP Conflicts Committee a true, correct and complete copy of the Drop-Down Agreement (including any amendments thereto).  None of the EQM Entities is party to or bound by any agreement that would modify any of the EQM Entities’ rights under the Drop-Down Agreement.
 
Section 4.15                              Property .
 
(a)                                  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, EQM or a Subsidiary of EQM owns and has good title to all of its owned real property (other than severed oil, gas and/or mineral rights and other hydrocarbon interests) and good title to all its owned personal property, and has valid leasehold interests in all of its leased real properties (other than hydrocarbon interests) free and clear of all Liens, in each case, sufficient to conduct their respective businesses as currently conducted (except in all cases for Liens permissible under or not prohibited by any applicable material loan agreements and indentures (together with all related mortgages, deeds of trust and other security agreements)).  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, all leases under which EQM or any of its Subsidiaries lease any real or personal property (other than hydrocarbon interests) are valid and effective against EQM or any of its Subsidiaries and, to the Knowledge of EQM, the counterparties thereto, in accordance with their respective terms and there is not, under any of such leases, any existing material default by EQM or any of its Subsidiaries or, to the Knowledge of EQM, the counterparties thereto, or, to the Knowledge of EQM, any event which, with notice or lapse of time or both, would become a material default by EQM or any of its Subsidiaries, or, to the Knowledge of EQM, the counterparties thereto.
 
(b)                                  EQM and its Subsidiaries have such rights-of-way as are sufficient to conduct their businesses in all material respects as currently conducted, except such rights-of-way that, if not obtained (or which, if obtained, if the same were to expire or be revoked or terminated), would not, individually or in the aggregate, have an EQM Material Adverse Effect.  Except as would not, individually or in the aggregate, have an EQM Material Adverse Effect, each of EQM and its Subsidiaries has fulfilled and performed all its obligations with respect to such rights-of-way which are required to be fulfilled or performed as of the date of this Agreement (subject to all applicable waivers, modifications, grace periods and extensions) and
 
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no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for rights reserved to, or vested in, any municipality or other Governmental Authority or any railroad by the terms of any right, power, franchise, grant, license, permit, or by any other provision of any applicable Law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right.
 
Section 4.16                              Intellectual Property .  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, either EQM or a Subsidiary of EQM owns, or is licensed or otherwise possesses adequate rights to use, all material trademarks, trade names, service marks, service names, mark registrations, logos, assumed names, domain names, registered and unregistered copyrights, patents or applications and registrations, and trade secrets (collectively, the “ EQM Intellectual Property ”) used in their respective businesses as currently conducted.  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, (a) there are no pending or, to the Knowledge of EQM, threatened claims by any Person alleging infringement or misappropriation by EQM or any of its Subsidiaries of such Person’s intellectual property, (b) to the Knowledge of EQM, the conduct of the business of EQM and its Subsidiaries does not infringe or misappropriate any intellectual property rights of any Person, (c) neither EQM nor any of its Subsidiaries has made any claim of a violation or infringement, or misappropriation by others of its rights to or in connection with the EQM Intellectual Property, and (d) to the Knowledge of EQM, no Person is infringing or misappropriating any EQM Intellectual Property.
 
Section 4.17                              Insurance .  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, (i) EQM and its Subsidiaries maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel and businesses in amounts customary for the businesses in which they operate and (ii) none of EQM or its Subsidiaries has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance, and all such insurance is outstanding and duly in force.
 
Section 4.18                              Brokers and Other Advisors .  Except for Evercore Group L.L.C., the fees and expenses of which will be paid by EQM, no broker, investment banker or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or commission, or the reimbursement of expenses, in connection with the Merger, the GP Merger or the other transactions contemplated hereby based on arrangements made by or on behalf of EQM or any of its Subsidiaries.
 
Section 4.19                              State Takeover Statutes .  The action of the EQM GP Board in approving this Agreement and the transactions contemplated hereby is sufficient to render inapplicable to this Agreement and the transactions contemplated hereby any state takeover laws and any applicable provision of the EQM Partnership Agreement.
 
Section 4.20                              Regulatory Matters .  Except as would not, individually or in the aggregate, have an EQM Material Adverse Effect, there are no proceedings pending, or to the Knowledge of EQM, threatened, alleging that EQM or any of its Subsidiaries is in material violation of the
 
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NGA, the NGPA, the ICA, the FPA, or PUHCA, or the laws, rules and regulations of any applicable state public utility commission or department, as the case may be.
 
Section 4.21                              Investment Company Act .  EQM is not, nor immediately after the Closing will be, subject to regulation under the Investment Company Act of 1940, as amended.
 
Section 4.22                              No Other Representations or Warranties .  Except for the representations and warranties set forth in this Article IV , none of EQM, Merger Sub or any other Person makes or has made any express or implied representation or warranty with respect to the EQM Entities or with respect to any other information provided to RMP in connection with the transactions contemplated hereby.  Without limiting the generality of the foregoing, none of EQM, Merger Sub or any other Person will have or be subject to any liability or other obligation to RMP or any other Person resulting from the distribution to RMP (including its Representatives), or RMP’s (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts or other materials made available to RMP in any “data rooms” or management presentations in expectation of the Merger or the GP Merger.
 
ARTICLE V
ADDITIONAL COVENANTS AND AGREEMENTS
 
Section 5.1                                     Preparation of the Registration Statement and the Proxy Statement; RMP Unitholders Meeting .
 
(a)                                  As soon as practicable following the date of this Agreement, RMP and EQM shall jointly prepare and RMP shall file with the SEC the Proxy Statement, and RMP and EQM shall jointly prepare and EQM shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus.  Each of RMP and EQM shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby.  RMP and EQM shall use their respective reasonable best efforts to cause the Proxy Statement to be mailed to the RMP Unitholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act.  No filing of, or amendment or supplement to, the Registration Statement will be made by EQM, and no filing of, or amendment or supplement to, the Proxy Statement will be made by RMP, without providing the other party a reasonable opportunity to review and comment thereon.  If at any time prior to the Effective Time any information relating to RMP or EQM, or any of their respective Affiliates, directors or officers, is discovered by RMP or EQM that should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the RMP Unitholders.  The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either the Proxy Statement or the Registration Statement or for
 
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additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statement.
 
(b)                                  RMP shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the RMP Unitholders (the “ RMP Unitholders Meeting ”) for the purpose of obtaining the RMP Unitholder Approval.  Subject to Section 5.3 , RMP shall, through the RMP GP Board and the RMP Conflicts Committee, recommend to the RMP Unitholders approval of this Agreement and the Merger (the “ RMP Board Recommendation ”).  Unless the RMP GP Board has effected an RMP Adverse Recommendation Change in accordance with Section 5.3 , RMP shall use its reasonable best efforts to solicit from the RMP Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the RMP Unitholder Approval.  The Proxy Statement shall include a copy of the RMP Fairness Opinion and (subject to Section 5.3 ) the RMP Board Recommendation.  Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 , RMP shall submit this Agreement for approval by the RMP Unitholders at such RMP Unitholders Meeting.  Notwithstanding anything in this Agreement to the contrary, RMP may (and if requested by EQM shall) postpone or adjourn the RMP Unitholders Meeting (i) to solicit additional proxies for the purpose of obtaining the RMP Unitholder Approval, (ii) for the absence of quorum, (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the RMP Conflicts Committee has determined after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the RMP Unitholders prior to the RMP Unitholders Meeting and (iv) if RMP has delivered any notice contemplated by Section 5.3(d)  and the time periods contemplated by Section 5.3(d)  have not expired.
 
Section 5.2                                     Conduct of Business .
 
(a)                                  Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(a)  of the RMP Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any RMP Material Contract in effect as of the date of this Agreement (including the RMP Partnership Agreement) or (v) as agreed in writing by EQM (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the Effective Time, RMP and RMP GP shall, and shall cause each of their Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, (C) use commercially reasonable efforts to keep in full force and effect all material RMP Permits and all material insurance policies maintained by RMP and its Subsidiaries, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all RMP Material Contracts.  Without limiting the generality of the foregoing, except (1) as expressly permitted by this Agreement, (2) as set forth in the corresponding provision of Section 5.2(a)  of the RMP
 
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Disclosure Schedule, (3) as required by applicable Law, (4) as required by any RMP Material Contract in effect as of the date of this Agreement (including the RMP Partnership Agreement) or (5) as agreed in writing by EQM, during the period from the date of this Agreement to the Effective Time, RMP shall not, and shall not permit any of its Subsidiaries to:
 
(i)                                      (A) issue, sell, grant, dispose of, accelerate the vesting of or modify, as applicable, any of its RMP Partnership Interests, partnership interests, limited liability company interests, shares of capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any RMP Partnership Interests, partnership interests, limited liability company interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any of its RMP Partnership Interests, partnership interests, limited liability company interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any of the foregoing, other than (i) in connection with the vesting or settlement of any equity or equity-based award that is outstanding on, or granted after, the date of this Agreement in accordance with the terms thereof and (ii) in connection with the granting of any awards under the RMP Equity Plans in the ordinary course of business; (B) redeem, purchase or otherwise acquire any of its outstanding partnership interests, limited liability company interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to acquire any of its partnership interests, limited liability company interests, shares of capital stock, voting securities or equity interests, other than Tax withholding with respect to any equity or equity-based award that is outstanding on, or granted after, the date of this Agreement in accordance with the terms thereof; (C) declare, set aside for payment or pay any distribution on any RMP Units or other RMP Partnership Interests, or otherwise make any payments to the RMP Unitholders in their capacity as such (other than (x) distributions by a direct or indirect Subsidiary of RMP to its parent and (y) subject to Section 5.14 , RMP’s regular quarterly distributions and associated distributions in respect of the RMP Incentive Distribution Rights in amounts consistent with publicly issued guidance as of the date hereof); or (D) split, combine, subdivide or reclassify any RMP Units or other RMP Partnership Interests;
 
(ii)                                   (A) incur, refinance or assume any indebtedness for borrowed money or guarantee any such indebtedness for borrowed money (or enter into a “keep well” or similar agreement with respect to such indebtedness) or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of RMP or any of its Subsidiaries, other than, subject to Section 5.10(b) , additional borrowings under the RMP Existing Credit Facility not in excess of the amount set forth in Section 5.2(a)(ii) of the RMP Disclosure Schedule or (B) except as contemplated by Section 5.10(b)  and except for (x) repayments or repurchases required pursuant to the terms of such indebtedness or debt securities and (y) any repayments of the RMP Existing Credit Facility, prepay or repurchase any long-term indebtedness for borrowed money or debt securities of RMP or any of its Subsidiaries;
 
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(iii)                                sell, transfer, lease, farmout or otherwise dispose of (including pursuant to a sale leaseback transaction or an asset securitization transaction) (A) any of its properties or assets that do not generate cash on a recurring basis with a fair market value in excess of $25,000,000 in the aggregate and (B) any of its properties or assets that generate cash on a recurring basis (including securities of Subsidiaries), except in the case of clause (A), (w) pursuant to Contracts in force at the date of this Agreement and listed on Section 5.2(a)(iii)  of the RMP Disclosure Schedule, correct and complete copies of which have been made available to EQM and other potential transactions listed on Section 5.2(a)(iii)  of the RMP Disclosure Schedule, (x) dispositions of obsolete or worthless equipment which is replaced with equipment and materials of comparable or better value and utility, (y) transactions (including sales of natural gas, natural gas liquids and other produced hydrocarbons and minerals) in the ordinary course of business consistent with past practice or (z) sales, transfers, leases, farmouts or other disposals to RMP or any of its Subsidiaries;
 
(iv)                               make any capital expenditure or capital expenditures (which shall include, any investments by contribution to capital, property transfers, purchase of securities or otherwise) in excess of $50,000,000 in the aggregate, except for any such capital expenditures set forth in Section 5.2(a)(iv)  of the RMP Disclosure Schedule or except as may be reasonably required to conduct emergency operations, repairs or replacements on any well, pipeline, or other facility;
 
(v)                                  directly or indirectly acquire by merging or consolidating with, or by purchasing all of or a substantial equity interest in, or by any other manner, any Person or division, business or equity interest of any Person, other than acquisitions (A) in the ordinary course of business or (B) outside the ordinary course of business that, in the aggregate, do not have a purchase price in excess of $50,000,000;
 
(vi)                               make any loans or advances to any Person (other than (A) to its employees in the ordinary course of business consistent with past practice, (B) loans and advances to RMP or any of its Subsidiaries and (C) trade credit granted in the ordinary course of business consistent with past practice);
 
(vii)                            (A) except (x) for Contracts relating to indebtedness permitted under this Agreement or (y) as in the ordinary course of business consistent with past practice, (1) enter into any contract or agreement that would be an RMP Material Contract in which the annual revenues or payments are anticipated to be in excess of $15,000,000 or (2) terminate or amend in any material respect any RMP Material Contract, or (B) (w) waive any material rights under any RMP Material Contract, (x) enter into or extend the term or scope of any RMP Material Contract that materially restricts RMP or any of its Subsidiaries from engaging in any line of business or in any geographic area, (y) enter into any RMP Material Contract that would be breached by, or require the consent of any third party in order to continue in full force following, consummation of the transactions contemplated hereby, or (z) release any Person from, or modify or waive any provision of, any standstill, confidentiality or similar agreement, in each case, related to a sale of RMP or any of its material Subsidiaries;
 
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(viii)                         (A) change its fiscal year or any method of Tax accounting, (B) make, change or revoke any material Tax election (including any entity classification election under Treasury Regulations Section 301.7701-3), (C) settle or compromise any material liability for Taxes, or any audit, examination or other legal proceeding in respect of a material amount of Taxes, (D) surrender any claim for a refund of a material amount of Taxes, (E) enter into a “closing agreement” within the meaning of Section 7121 of the Code (or any analogous or similar provision of any state, local or foreign Law), (F) request any Tax ruling from any Governmental Authority, or (G) file any material amended Tax Return;
 
(ix)                               make any changes in financial accounting methods, principles or practices (or change an annual financial accounting period), except insofar as may be required by a change in GAAP or applicable Law;
 
(x)                                  amend the RMP Charter Documents, the RMP Subsidiary Documents or the RMP GP Charter Documents;
 
(xi)                               adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization (other than transactions exclusively between wholly owned Subsidiaries of RMP);
 
(xii)                            except as provided under any agreement entered into prior to the date of this Agreement, pay, discharge, settle or satisfy any suit, action, claims or proceeding, in excess of $15,000,000 in the aggregate;
 
(xiii)                         take any action which would reasonably be expected to, in any material respect, impede or delay the ability of the parties to satisfy any of the conditions to or the consummation of the transactions contemplated hereby;
 
(xiv)                        engage in any activity or conduct its business in a manner that would cause less than 90% of the gross income of RMP for any calendar quarter since its formation and prior to the Effective Time to be treated as “qualifying income” within the meaning of Section 7704(d) of the Code or that would otherwise cause RMP to be taxable as a corporation under Section 7704 of the Code; or
 
(xv)                           agree, in writing or otherwise, to take any of the foregoing actions.
 
(b)                                  Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(b)  of the EQM Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any EQM Material Contract in effect as of the date of this Agreement or (v) as agreed in writing by RMP (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the Effective Time EQM and EQM GP shall, and shall cause each of their consolidated Subsidiaries to:  (w) conduct its business in the ordinary course of business consistent with past practice, (x) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all EQM Material Contracts, (y) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business
 
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relationships with it and retain the services of its present officers and key employees, and (z) use its commercially reasonable efforts to keep in full force and effect all material EQM Permits and all material insurance policies maintained by EQM, its consolidated Subsidiaries, other than changes to such policies made in the ordinary course of business.  Without limiting the generality of the foregoing, except (A) as expressly permitted by this Agreement, (B) as set forth in the corresponding provision of Section 5.2(b)  of the EQM Disclosure Schedule, (C) as required by applicable Law, (D) as required by any EQM Material Contract in effect as of the date of this Agreement or (E) as agreed in writing by RMP, during the period from the date of this Agreement to the Effective Time, EQM shall not and shall not permit any of its consolidated Subsidiaries to:
 
(i)                                      (A) issue, sell, grant, or dispose of, accelerate the vesting of or modify, as applicable, any of its partnership interests, shares of capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any of its partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any of its partnership interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any of the foregoing, other than (x) any such actions involving equity or equity-based awards that are outstanding on, or granted after, the date of this Agreement (it being understood that nothing in this Agreement shall restrict the granting of any awards under the EQM Equity Plans) and (y) issuances of up to 5,889,282 EQM Units as consideration in the Drop-Down Transactions; (B) redeem, purchase or otherwise acquire any of its outstanding partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to acquire any of its partnership interests, shares of capital stock, voting securities or equity interests, other than Tax withholding with respect to, any equity or equity-based award that is outstanding on, or granted after, the date of this Agreement in accordance with the terms thereof; (C) declare, set aside for payment or pay any distribution on any EQM Units, or otherwise make any payments to the EQM Unitholders in their capacity as such (other than (x) distributions by a direct or indirect Subsidiary of EQM to its parent or (y) subject to Section 5.14 , EQM’s regular quarterly distributions and associated distributions to the EQM GP and in respect of the EQM Incentive Distribution Rights in amounts consistent with publicly issued guidance as of the date hereof); or (D) split, combine, subdivide or reclassify any of its partnership units or other interests;
 
(ii)                                   other than any debt securities or options, warrants, calls or other rights to acquire any debt securities issued or sold by Mountain Valley Pipeline, LLC or its Subsidiaries, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of EQM or any of its Subsidiaries in an aggregate principal amount exceeding $2,500,000,000;
 
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(iii)                                amend the EQM Charter Documents or EQM GP Charter Documents (other than amendments to the EQM Charter Documents that are approved by EQM GP or an EQM Unit Majority);
 
(iv)                               adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization (other than transactions exclusively between wholly owned Subsidiaries of EQM);
 
(v)                                  engage in any activity or conduct its business in a manner that would cause less than 90% of the gross income of EQM for any calendar quarter since its formation and prior to the Effective Time to be treated as “qualifying income” within the meaning of Section 7704(d) of the Code or that would otherwise cause EQM to be taxable as a corporation under Section 7704 of the Code;
 
(vi)                               make, or permit any of its Subsidiaries to make, any acquisition of any other Person or business or merge, consolidate or enter into any other business combination transaction or agreement with any Person, in each case, that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger or the GP Merger;
 
(vii)                            file a registration statement relating to the primary offering, issuance and sale of EQM Units by EQM; or
 
(viii)                         agree, in writing or otherwise, to take any of the foregoing actions.
 
Section 5.3                                     No Solicitation by RMP .
 
(a)                                  RMP shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause RMP’s and its Subsidiaries’ respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “ Representatives ”) to, immediately cease and cause to be terminated any discussions or negotiations with any Person conducted heretofore with respect to an RMP Alternative Proposal, request the return or destruction of all confidential information previously provided to such parties by or on behalf of RMP or its Subsidiaries and immediately prohibit any access by any Person (other than EQM and its Representatives) to any physical or electronic data room relating to a possible RMP Alternative Proposal.  Except as permitted by this Section 5.3 , (x) without the prior written consent of EQM, RMP shall not, and shall cause its Subsidiaries not to, and use its reasonable best efforts to cause its Representatives not to, directly or indirectly (i) solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or knowingly induce or take any other action intended to lead to any inquiries or any proposals that constitute or could reasonably be expected to lead to an RMP Alternative Proposal, (ii) grant any waiver or release of any standstill or similar agreement with respect to any units of RMP or of any of its Subsidiaries, (iii) enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle, unit purchase agreement, asset purchase agreement or unit exchange agreement, option agreement or other similar agreement relating to an RMP Alternative Proposal, (iv) file with the SEC a Proxy Statement that does not include the RMP Board Recommendation, or (v) withdraw, modify or qualify, or
 
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propose publicly to withdraw, modify or qualify, in a manner adverse to EQM, the RMP Board Recommendation or publicly recommend the approval or adoption of, or publicly approve or adopt, or propose to publicly recommend, approve or adopt, any RMP Alternative Proposal, or fail to recommend against acceptance of any tender offer or exchange offer for RMP Units within ten (10) business days after commencement of such offer, or resolving or agreeing to take any of the foregoing actions, and (y) subject to Section 5.3(b) , within five business days of receipt of a written request of EQM following the receipt by RMP of any RMP Alternative Proposal, RMP shall publicly reconfirm the RMP Board Recommendation; provided , that EQM shall not be permitted to make such request on more than one occasion in respect of each RMP Alternative Proposal and each material modification to an RMP Alternative Proposal, if any (the taking of any action described in clauses (x)(iv) or (v) or the failure to take the action described in clause (y) being referred to as an “ RMP Adverse Recommendation Change ”).  Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by RMP’s Subsidiaries or Representatives shall be deemed to be a breach of this Section 5.3 by RMP, other than in the case where (x) such breach is a result of an isolated action by a Person that is a Representative of RMP (other than a director or officer of RMP or RMP GP), (y) such breach was not caused by, or within the Knowledge of, RMP and (z) RMP takes appropriate actions to remedy such breach upon discovery thereof.
 
(b)                                  Notwithstanding anything to the contrary contained in Section 5.3(a) , if at any time following the date of this Agreement and prior to obtaining the RMP Unitholder Approval, (i) RMP has received an unsolicited written RMP Alternative Proposal that the RMP GP Board (upon the recommendation of the RMP Conflicts Committee) believes is bona fide, (ii) the RMP GP Board (upon the recommendation of the RMP Conflicts Committee), after consultation with its financial advisors and outside legal counsel, determines in good faith that (A) such RMP Alternative Proposal constitutes or would reasonably be expected to lead to or result in an RMP Superior Proposal and (B) failure to take such action would be inconsistent with its duties under applicable Law as modified by the RMP Partnership Agreement and (iii) such RMP Alternative Proposal did not result from a Willful Breach of this Section 5.3 , then RMP may, subject to clauses (x) and (y) below, (A) furnish information, including confidential information, with respect to RMP and its Subsidiaries to the Person making such RMP Alternative Proposal and (B) participate in discussions or negotiations regarding such RMP Alternative Proposal; provided that (x) RMP will not, and will use reasonable best efforts to cause its Representatives not to, disclose any non-public information to such Person unless RMP has, or first enters into, a confidentiality agreement with such Person of the nature generally used in similar circumstances, as determined by RMP in its reasonable business judgment and (y) RMP will provide to EQM non-public information about RMP or its Subsidiaries that was not previously provided or made available to EQM prior to or substantially concurrently with providing or making available such non-public information to such other Person.
 
(c)                                   In addition to the other obligations of RMP set forth in this Section 5.3 , RMP shall promptly advise EQM, orally and in writing, and in no event later than 24 hours after receipt, if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, RMP in respect of any RMP Alternative Proposal, and shall, in any such notice to EQM, indicate the identity of the Person making such proposal, offer, inquiry or other contact and the terms and
 
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conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such proposal, offer, inquiry or request), and thereafter shall promptly keep EQM reasonably informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and RMP shall promptly provide EQM with copies of any additional written materials received by RMP or that RMP has delivered to any third party making an RMP Alternative Proposal that relate to such proposals, offers, inquiries or requests) and of the status of any such discussions or negotiations.
 
(d)                                  Notwithstanding any other provision of this Agreement, at any time prior to obtaining the RMP Unitholder Approval, the RMP GP Board and the RMP Conflicts Committee may effect an RMP Adverse Recommendation Change in response to an unsolicited RMP Alternative Proposal or an Intervening Event if the RMP GP Board (upon the recommendation of the RMP Conflicts Committee), after consultation with its outside legal counsel and financial advisors, determines in good faith that the failure to take such action would be inconsistent with its duties under applicable Law as modified by the RMP Partnership Agreement and:
 
(i)                                      if the RMP GP Board (upon the recommendation of the RMP Conflicts Committee) intends to effect such RMP Adverse Recommendation Change in response to an RMP Alternative Proposal:
 
(A)                                such RMP Alternative Proposal is bona fide, in writing and has not been withdrawn or abandoned;
 
(B)                                the RMP GP Board (upon the recommendation of the RMP Conflicts Committee) has determined, after consultation with its outside legal counsel and financial advisors, that such RMP Alternative Proposal constitutes an RMP Superior Proposal after giving effect to all of the adjustments offered by EQM pursuant to clause (E) below;
 
(C)                                RMP has provided prior written notice to EQM in accordance with Section 8.9 (the “ RMP Superior Proposal Notice ”) of the RMP GP Board’s intention to effect an RMP Adverse Recommendation Change, and such RMP Superior Proposal Notice has specified the identity of the Person making such RMP Alternative Proposal, the material terms and conditions of such RMP Alternative Proposal, and complete copies of any written proposal or offers (including proposed agreements) received by RMP in connection with such RMP Alternative Proposal;
 
(D)                                during the period that commences on the date of delivery of the RMP Superior Proposal Notice as determined in accordance with Section 8.9 and ends at 11:59 p.m.  Eastern time on the date that is the fourth calendar day following the date of such delivery (the “ RMP Superior Proposal Notice Period ”), RMP shall (1) negotiate with EQM in good faith to make such adjustments to the terms and conditions of this Agreement so that the failure to effect such RMP Adverse Recommendation Change would not be inconsistent
 
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with its duties under applicable Law, as modified by the RMP Partnership Agreement; and (2) keep EQM reasonably informed with respect to the status and changes in the material terms and conditions of such RMP Alternative Proposal or other change in circumstances related thereto; provided , however , that any material revisions to such RMP Alternative Proposal (it being agreed that any change in the purchase price in such RMP Alternative Proposal shall be deemed a material revision) shall require delivery of a subsequent RMP Superior Proposal Notice and a subsequent RMP Superior Proposal Notice Period in respect of such revised RMP Alternative Proposal, except that such subsequent RMP Superior Proposal Notice Period shall expire upon the later of (x) the end of the initial RMP Superior Proposal Notice Period and (y) 11:59 p.m.  Eastern time on the date that is the second calendar day following the date of the delivery of such subsequent RMP Superior Proposal Notice; and
 
(E)                                 the RMP GP Board shall have considered all revisions to the terms of this Agreement offered in writing by EQM and, at the end of the RMP Superior Proposal Notice Period, shall have determined in good faith that (i) such RMP Alternative Proposal continues to constitute an RMP Superior Proposal even if such revisions were to be given effect and (ii) failure to effect an RMP Adverse Recommendation Change would be inconsistent with its duties under applicable Law as modified by the RMP Partnership Agreement even if such revisions were to be given effect; or
 
(ii)                                   if the RMP GP Board (upon the recommendation of the RMP Conflicts Committee) intends to effect such RMP Adverse Recommendation Change in response to an Intervening Event:
 
(A)                                RMP shall provide prior written notice to EQM in accordance with Section 8.9 (the “ RMP Recommendation Change Notice ”) of the RMP GP Board’s intention to effect an RMP Adverse Recommendation Change, and such RMP Recommendation Change Notice shall specify the details of such Intervening Event and the reasons for the RMP Adverse Recommendation Change;
 
(B)                                during the period that commences on the date of delivery of the RMP Recommendation Change Notice as determined in accordance with Section 8.9 and ends at 11:59 p.m.  Eastern time on the date that is the fifth calendar day following the date of such delivery, RMP shall (i) negotiate with EQM in good faith to make such adjustments to the terms and conditions of this Agreement so that the failure to effect such RMP Adverse Recommendation Change would not be inconsistent with its duties under applicable Law, as modified by the RMP Partnership Agreement; and (ii) keep EQM reasonably informed of any change in circumstances related thereto; and
 
(C)                                the RMP GP Board shall have considered all revisions to the terms of this Agreement offered in writing by EQM and, at the end of the RMP Adverse Recommendation Change Notice Period, shall have determined
 
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(upon the recommendation of the RMP Conflicts Committee) in good faith that the failure to effect an RMP Adverse Recommendation Change would be inconsistent with its duties under applicable Law as modified by the RMP Partnership Agreement even if such revisions were to be given effect.
 
(e)                                   Nothing contained in this Agreement shall prevent RMP or the RMP GP Board from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an RMP Alternative Proposal if the RMP GP Board determines in good faith (after consultation with outside legal counsel) that its failure to do so would be reasonably likely to constitute a violation of applicable Law; provided that any RMP Adverse Recommendation Change may only be made in accordance with Section 5.3(d) .  For the avoidance of doubt, a public statement that describes RMP’s receipt of an RMP Alternative Proposal and the operation of this Agreement with respect thereto shall not be deemed an RMP Adverse Recommendation Change.
 
Section 5.4                                     Reasonable Best Efforts .
 
(a)                                  Subject to the terms and conditions of this Agreement (including Section 5.4(d) ), the EQM Entities, on the one hand, and the RMP Entities, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain as promptly as practicable (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated hereby, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, including by Governmental Authorities, challenging this Agreement or the consummation of the transactions contemplated hereby or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby and (iv) obtain all necessary consents, approvals or waivers from third parties.
 
(b)                                  In furtherance and not in limitation of the foregoing, (i) each party hereto (including by their respective Subsidiaries) agrees to make an appropriate filing (if required) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 15 business days after the date of this Agreement or after any later date on which the parties agree that there is an HSR Act filing requirement (unless a later date is mutually agreed to by the parties hereto) and to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act or any other Antitrust
 
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Law and use its reasonable best efforts to take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent with this Section 5.4 necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act and to obtain approvals or consents under any other applicable Antitrust Laws as promptly as practicable (and in any event no later than the Outside Date); and (ii) EQM and RMP shall each use its reasonable best efforts to (A) take all actions necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the transactions contemplated hereby and (B) if any state takeover statute or similar Law becomes applicable to any of the transactions contemplated hereby, take all actions necessary to ensure that such transaction may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the transaction.
 
(c)                                   Each of the parties hereto shall use (and shall cause their respective Subsidiaries to use) its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby, including by providing the other parties a reasonable opportunity to review and comment thereon, and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private Person, (ii) promptly inform the other party of (and supply to the other party) any communication received by such party from, or given by such party to, any Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated hereby, (iii) permit the other party to review in advance and incorporate the other party’s reasonable comments in any communication or submission to be given by it to any Governmental Authority with respect to obtaining any approvals, consents, clearances or expirations or terminations of waiting periods required under any Antitrust Law in connection with the transactions contemplated hereby and (iv) consult with the other party in advance of any meeting or teleconference with any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and, to the extent not prohibited by the Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and teleconferences.  Subject to Section 5.6(b) , the parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.4 in a manner so as to preserve the applicable privilege.
 
(d)                                  The EQM Entities and the RMP Entities (including by causing their respective Subsidiaries) agree to use their reasonable best efforts to (i) resolve any objections that a Governmental Authority or other Person may assert under any Antitrust Law with respect to the transactions contemplated hereby and (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, in each case, so as to enable the Closing to occur as promptly as practicable and in any event no later than the Outside Date, including (A) offering, negotiating, accepting and agreeing to dispose or hold separate any part of the EQM Entities, the RMP Entities’ or their respective Subsidiaries’ businesses, operations or assets (or a combination thereof) or (B) offering, negotiating, accepting and agreeing to restrict the manner in which the EQM Entities, the RMP Entities or any of their respective Subsidiaries may carry on business in
 
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any part of the world (the actions described in subsections (ii)(A) and (ii)(B) together, “ Remedial Actions ”); provided , however , that notwithstanding anything to the contrary contained in this Agreement, the EQM Entities, the RMP Entities and their Affiliates and Subsidiaries shall not be required to take any Remedial Action, take any other action, or enter into any other agreement if such Remedial Action or other action or agreement, individually or in the aggregate, would reasonably be expected to have a material adverse impact on (x) the EQM Entities and their Subsidiaries, prior to the Merger, taken as a whole, (y) the RMP Entities and their Subsidiaries, taken as a whole or (z) the EQM Entities and their Subsidiaries, after the Merger, taken as a whole.  Neither the EQM Entities nor the RMP Entities shall, without the other parties’ prior written consent, offer, negotiate, accept or agree to any Remedial Action or other action or agreement with respect to the EQM Entities’ or the RMP Entities’ businesses, operations or assets, or any restrictions on their businesses.
 
Section 5.5                                     Public Announcements .  The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by EQM and RMP.  Thereafter, neither EQM nor RMP shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided , however , that RMP shall not be required by this Section 5.5 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an RMP Alternative Proposal that the RMP GP Board (upon the recommendation of the RMP Conflicts Committee) believes is bona fide and matters related thereto or an RMP Adverse Recommendation Change but nothing in this proviso shall limit any obligation of RMP under Section 5.3(d)  to negotiate with EQM in good faith; provided , further , that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by EQM or RMP in compliance with this Section 5.5 .
 
Section 5.6                                     Access to Information; Confidentiality .
 
(a)                                  Upon reasonable notice and subject to applicable Laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to afford to the other party and its Representatives reasonable access during normal business hours (and, with respect to books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives; provided, that such access shall be provided on a basis that minimizes the disruption to the operations of the requested party and its Representatives.  Each party shall furnish promptly to the other party (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such party from the SEC
 
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concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the other party may reasonably request (including information necessary to prepare the Proxy Statement).  Each party and its Representatives shall hold information received from the other party pursuant to this Section 5.6 in confidence.
 
(b)                                  This Section 5.6 shall not require either party to permit any access, or to disclose any information, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such party would reasonably be expected to result in (i) any violation of any contract or Law to which such party or its Subsidiaries is a party or is subject or cause any privilege (including attorney-client privilege) that such party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such party’s good faith judgment (after consultation with counsel) adversely affect in any material respect such party’s position in any pending or, what such party believes in good faith (after consultation with counsel) could be, future litigation or (ii) if such party or any of its Subsidiaries, on the one hand, and the other party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (A) would not (in the good faith belief of the party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or reasonably be likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which appropriately designated Representatives of the other party shall be provided access to such information; provided , further , that the party being requested to disclose the information shall (1) notify the other party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause such privilege to be undermined, (2) communicate to the other party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 5.6(b) ) and (3) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).
 
(c)                                   No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the parties hereto.
 
Section 5.7                                     Notification of Certain Matters .  RMP shall give prompt notice to EQM, and EQM shall give prompt notice to RMP, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, if the subject matter of such
 
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communication or the failure of such party to obtain such consent is reasonably likely to be material to RMP or EQM, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries and that relate to the transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would result in the failure to be satisfied of any of the conditions to the Closing in Article VI and (iv) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereby which would result in the failure to be satisfied of any of the conditions to the Closing in Article VI ; provided that, in the case of clauses (iii) and (iv), the failure to comply with this Section 5.7 shall not result in the failure to be satisfied of any of the conditions to the Closing in Article VI , or give rise to any right to terminate this Agreement under Article VII , if the underlying fact, circumstance, event or failure would not in and of itself give rise to such failure or right.
 
Section 5.8                                     Indemnification and Insurance .
 
(a)                                  For purposes of this Section 5.8 , (i) “ Indemnified Person ” shall mean any person who is now, or has been or becomes at any time prior to the Effective Time, an officer or director of RMP, RMP GP or any of their respective Subsidiaries and also with respect to any such Person, in their capacity as a director, officer, employee, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (whether or not such other entity or enterprise is affiliated with RMP) serving at the request of or on behalf of RMP or RMP GP or any of their respective Subsidiaries and together with such Person’s heirs, executors or administrators and (ii) “ Proceeding ” shall mean any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, suit, proceeding or investigation results in a formal civil or criminal litigation or regulatory action.
 
(b)                                  From and after the Effective Time, to the fullest extent that RMP, RMP GP or any applicable Subsidiary thereof would be permitted to indemnify an Indemnified Person, EQM and EQM GP agree to (i) indemnify and hold harmless against any cost or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with any Proceeding, and provide advancement promptly, and in any event within 10 days after any written request, of expenses to, all Indemnified Persons to the fullest extent permitted under applicable Law and (ii) honor the provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the RMP Charter Documents and comparable governing instruments of RMP GP and any Subsidiary of RMP or RMP GP immediately prior to the Effective Time and ensure that the organizational documents of the Surviving Entity and the Surviving GP Entity shall, for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and agents of RMP, RMP GP and their respective Subsidiaries than are presently set forth in the RMP Charter Documents and comparable governing instruments of RMP GP.  Any right of indemnification of
 
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an Indemnified Person pursuant to this Section 5.8(b)  shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Person as provided herein.
 
(c)                                   The Surviving Entity and the Surviving GP Entity shall maintain in effect for six years from the Effective Time RMP’s and RMP GP’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the Effective Time with respect to Indemnified Persons ( provided that the Surviving Entity or the Surviving GP Entity may substitute therefor policies with reputable carriers of at least the same coverage containing terms and conditions that are no less favorable to the Indemnified Persons); provided , however , that in no event shall the Surviving Entity or the Surviving GP Entity be required to expend pursuant to this Section 5.8(c)  more than an amount per year equal to 300% of current annual premiums paid by RMP or RMP GP for such insurance (the “ Maximum Amount ”).  In the event that, but for the proviso to the immediately preceding sentence, the Surviving Entity or the Surviving GP Entity would be required to expend more than the Maximum Amount, the Surviving Entity or the Surviving GP Entity shall obtain the maximum amount of such insurance as is available for the Maximum Amount.  If RMP in its sole discretion elects, then, in lieu of the obligations of EQM and the Surviving Entity or the Surviving GP Entity under this Section 5.8(c) , RMP or RMP GP may, prior to the Effective Time, purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Persons in their capacity as such; provided that in no event shall the cost of such policy exceed six times the Maximum Amount.
 
(d)                                  The rights of any Indemnified Person under this Section 5.8 shall be in addition to any other rights such Indemnified Person may have under the organizational documents of RMP, RMP GP, the Surviving Entity or the Surviving GP Entity, the DRULPA or the DLLCA.  The provisions of this Section 5.8 shall survive the consummation of the transactions contemplated hereby for a period of six years and are expressly intended to benefit each of the Indemnified Persons and their respective heirs and representatives; provided , however , that in the event that any claim or claims for indemnification or advancement set forth in this Section 5.8 are asserted or made within such six-year period, all rights to indemnification and advancement in respect of any such claim or claims shall continue until disposition of all such claims.  If either the Surviving Entity or the Surviving GP Entity, or in each case any of its successors or assigns, (i) consolidates with or merges into any other Person, or (ii) transfers or conveys all or substantially all of its businesses or assets to any other Person, then, in each such case, to the extent necessary, a proper provision shall be made so that the successors and assigns of the Surviving Entity or the Surviving GP Entity, as applicable, shall assume the obligations of the Surviving Entity set forth in this Section 5.8 .
 
Section 5.9                                     Securityholder Litigation .  RMP shall give EQM the opportunity to participate in the defense or settlement of any securityholder litigation against RMP and/or its officers and directors relating to the transactions contemplated hereby; provided that RMP shall not be required to provide information if doing so would be reasonably expected to threaten the loss of any attorney-client privilege or other applicable legal privilege.
 
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Section 5.10                              Financing Matters .
 
(a)                                  RMP hereby consents to EQM’s use of and reliance on any audited or unaudited financial statements relating to RMP and its consolidated Subsidiaries, or any entities or businesses acquired by RMP reasonably requested by EQM to be used in any financing or other activities of EQM, including any filings that EQM desires to make with the SEC.  In addition, RMP will use commercially reasonable efforts, at EQM’s sole cost and expense, to obtain the consents of any auditor to the inclusion of the financial statements referenced above in appropriate filings with the SEC.  Prior to the Closing, RMP will provide such assistance (and will cause its Subsidiaries and its and their respective personnel and advisors to provide such assistance), as EQM may reasonably request in order to assist EQM in connection with financing activities, including any public offerings to be registered under the Securities Act or private offerings.  Such assistance shall include, but not be limited to, the following:  (i) providing such information, and making available such personnel as EQM may reasonably request; (ii) participation in, and assistance with, any marketing activities related to such financing; (iii) participation by senior management of RMP in, and their assistance with, the preparation of rating agency presentations and meetings with rating agencies; (iv) taking such actions as are reasonably requested by EQM or its financing sources to facilitate the satisfaction of all conditions precedent to obtaining such financing; and (v) taking such actions as may be required to permit any cash and marketable securities of RMP or EQM to be made available to finance the transactions contemplated hereby at the Effective Time.
 
(b)                                  RMP shall, and shall cause its Subsidiaries, to deliver at the Closing lien and guarantee terminations and releases, as applicable, and instruments of release and discharge (including a customary payoff letter) with respect to (i) that certain Credit Agreement, dated as of December 22, 2014, by and among RMP, as parent guarantor, Rice Midstream OpCo LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties from time to time party thereto, as it may be amended, modified or supplemented from time to time (the “ RMP Existing Credit Facility ”) and (ii) at EQM’s request, any other indebtedness of RMP, and to give any other notices requested by EQM in order to facilitate repayment of the RMP Existing Credit Facility and any such other indebtedness.  In addition, RMP shall use reasonable best efforts to assist EQM, at EQM’s request, in facilitating the termination, amendment, or assumption of any derivative transactions of RMP or any Subsidiary thereof in connection with the consummation of the transactions contemplated hereby.
 
Section 5.11                              Fees and Expenses .  Except as otherwise provided in Section 7.2 and Section 7.3 , all fees and expenses incurred in connection with the transactions contemplated hereby including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, shall be the obligation of the respective party incurring such fees and expenses (other than the filing fee payable to the SEC in connection with the Registration Statement and the expenses incurred in connection with the filing of the Registration Statement and the printing and mailing of the Proxy Statement, which shall be borne by EQM).  EQM shall have sole responsibility for the payment of all filing fees under applicable Antitrust Laws, including the filing fee payable under the HSR Act.
 
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Section 5.12                              Section 16 Matters .  Prior to the Effective Time, EQM and RMP shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of RMP Units (including derivative securities with respect to RMP Units) or acquisitions of EQM Units (including derivative securities with respect to EQM Units) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to RMP, or will become subject to such reporting requirements with respect to EQM, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
 
Section 5.13                              Listing .  EQM shall cause the EQM Units to be issued pursuant to and in accordance with this Agreement to be approved for listing (subject, if applicable, to notice of issuance) for trading on the NYSE prior to the Closing.
 
Section 5.14                              Distributions .  After the date of this Agreement until the Effective Time, each of EQM and RMP shall coordinate with the other regarding the declaration of any distributions in respect of EQM Units, RMP Units and the record dates and payment dates relating thereto, it being the intention of the parties that holders of RMP Units shall not receive, for any quarter, distributions both in respect of RMP Units and also distributions in respect of EQM Units that they receive in exchange therefor in the Merger, but that they shall receive for any such quarter either:  (a) only distributions in respect of RMP Units or (b) only distributions in respect of EQM Units that they receive in exchange therefor in the Merger.
 
Section 5.15                              Conflicts Committees .
 
(a)                                  Prior to the Effective Time, EQT shall not, and shall cause its Subsidiaries not to, without the consent of the RMP Conflicts Committee, eliminate the RMP Conflicts Committee, or revoke or diminish the authority of the RMP Conflicts Committee, or remove or cause the removal of any director of the RMP GP Board that is a member of the RMP Conflicts Committee either as a member of the RMP GP Board or the RMP Conflicts Committee, without the affirmative vote of the RMP Conflicts Committee.  For the avoidance of doubt, this Section 5.15(a)  shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the RMP GP Agreement.
 
(b)                                  Prior to the Effective Time, EQT shall not, and shall cause its Subsidiaries not to, without the consent of the EQM Conflicts Committee, eliminate the EQM Conflicts Committee, or revoke or diminish the authority of the EQM Conflicts Committee, or remove or cause the removal of any director of the EQM GP Board that is a member of the EQM Conflicts Committee either as a member of the EQM GP Board or the EQM Conflicts Committee, without the affirmative vote of the EQM Conflicts Committee.  For the avoidance of doubt, this Section 5.15(b)  shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the EQM GP Agreement.
 
(c)                                   EQT represents and warrants to EQM and RMP, respectively, that it has provided to the EQM Conflicts Committee and the RMP Conflicts Committee a true, correct and complete copy of the IDR Purchase and Sale Agreement (including any amendments thereto), and neither EQT nor RMGH is a party to or bound by any agreement that would modify any of their respective rights under the IDR Purchase and Sale Agreement.
 
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Section 5.16                              Voting and Consent .  EQT covenants and agrees that, until the Effective Time or the earlier of a termination of this Agreement, at the RMP Unitholders Meeting or any other meeting of RMP Limited Partners or any vote of RMP Limited Partner Interests in connection with a vote of the RMP Limited Partners, however called, EQT will vote, or cause to be voted, all RMP Limited Partner Interests then owned beneficially or of record by it or any of its Subsidiaries, as of the record date for such meeting, in favor of the approval of this Agreement (as it may be amended or otherwise modified from time to time) and the Merger and the approval of any actions required in furtherance thereof.  EQT consents to, and has caused or shall cause, to the extent necessary and to the extent permitted by the organizational documents thereof, each of its Subsidiaries to consent to, this Agreement and the transactions contemplated by this Agreement.
 
Section 5.17                              Tax Opinions .  Each of the parties shall use its respective reasonable best efforts to obtain the opinions of counsel referenced in Section 6.1(f) , Section 6.2(c)  and Section 6.3(c) , including by executing and delivering customary tax representation letters to each such counsel in form and substance reasonably satisfactory to such counsel.
 
ARTICLE VI
CONDITIONS PRECEDENT
 
Section 6.1                                     Conditions to Each Party’s Obligation to Effect the Merger and the GP Merger .  The respective obligations of each party hereto to effect the Merger and the GP Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
 
(a)                                  RMP Unitholder Approval .  The RMP Unitholder Approval shall have been obtained in accordance with applicable Law and the RMP Partnership Agreement;
 
(b)                                  Regulatory Approval .  Any waiting period applicable to the transactions contemplated hereby under the HSR Act shall have been terminated or shall have expired;
 
(c)                                   No Injunctions or Restraints .  No Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority (collectively, “ Restraints ”) shall be in effect enjoining, restraining, preventing or prohibiting consummation of the transactions contemplated hereby or making the consummation of the transactions contemplated hereby illegal;
 
(d)                                  Registration Statement .  The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC; and
 
(e)                                   Unit Listing .  The EQM Units deliverable to the RMP Unitholders as contemplated by this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance.
 
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(f)                                    Tax Opinions .  (i) EQM shall have received an opinion of Baker Botts L.L.P. dated as of the Closing Date to the effect that (i) at least 90% of the gross income of EQM for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (ii) at least 90% of the combined gross income of each of EQM and RMP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code.  In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of the EQM Entities and the RMP Entities and any of their respective affiliates as to such matters as such counsel may reasonably request.
 
(g)                                   RMP shall have received an opinion of Baker Botts L.L.P dated as of the Closing Date to the effect that at least 90% of the gross income of RMP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code.  In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of the RMP Entities and any of its respective affiliates as to such matters as such counsel may reasonably request.
 
(h)                                  Drop-Down Transactions .  All conditions precedent to the Drop-Down Transactions shall have been fulfilled or waived in accordance with the Drop-Down Agreement as in effect as of the date hereof, and closing of the Drop-Down Transactions shall have been consummated, or the parties to the Drop-Down Agreement shall be ready, willing and able to consummate the Drop-Down Transactions substantially simultaneously with the Closing, on the terms reflected in the Drop-Down Agreement as in effect as of the date hereof.
 
(i)                                      IDR Transaction .  All conditions precedent to the IDR Transaction shall have been fulfilled or waived in accordance with the IDR Purchase and Sale Agreement as in effect as of the date hereof, and closing of the IDR Transaction shall have been consummated on the terms reflected in the IDR Purchase and Sale Agreement as in effect as of the date hereof.
 
Section 6.2                                     Conditions to Obligations of EQM Entities to Effect the Merger and the GP Merger .  The obligations of the EQM Entities to effect the Merger and the GP Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
 
(a)                                  Representations and Warranties .  (i) The representations and warranties of the RMP Entities contained in Section 3.3(a) , Section 3.3(c)  and Section 3.6(a) , shall be true and correct in all respects, in each case both when made and at and as of the Closing Date, as if made
 
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at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (ii) the representations and warranties of the RMP Entities contained in Section 3.2(a)  and Section 3.2(b)  shall be true and correct except for any de minimis inaccuracies, both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (iii) all other representations and warranties of the RMP Entities set forth herein shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “RMP Material Adverse Effect” set forth in any individual such representation or warranty, other than in Section 3.5 and Section 3.9 and the definition of RMP Material Contract in Section 3.14 ) does not have, and would not reasonably be expected to have, individually or in the aggregate, an RMP Material Adverse Effect.  EQM shall have received a certificate signed on behalf of RMP by an executive officer of RMP GP to such effect.
 
(b)                                  Performance of Obligations of the RMP Entities .  Each of the RMP Entities shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and EQM shall have received a certificate signed on behalf of RMP by an executive officer of RMP GP to such effect.
 
(c)                                   Tax Opinions .  EQM shall have received an opinion of Baker Botts L.L.P. dated as of the Closing Date to the effect that for U.S. federal income tax purposes (i) EQM should not recognize any income or gain as a result of the Merger, and (ii) no gain or loss should be recognized by holders of EQM Units or other partnership interests in EQM as a result of the Merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Code).  In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of the EQM Entities and the RMP Entities and any of their respective affiliates as to such matters as such counsel may reasonably request.
 
Section 6.3                                     Conditions to Obligation of RMP Entities to Effect the Merger and the GP Merger .  The obligations of the RMP Entities to effect the Merger and the GP Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
 
(a)                                  Representations and Warranties .  (i) The representations and warranties of the EQM Entities contained in Section 4.3(a)  and Section 4.6(a)  shall be true and correct in all respects, in each case both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (ii) the representations and warranties of the EQM Entities contained in Section 4.2(a)  and Section 4.2(b)  shall be true and correct except for any de minimis inaccuracies, both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (iii) all other representations and warranties of the EQM Entities set forth herein shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the
 
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extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “EQM Material Adverse Effect” set forth in any individual such representation or warranty, other than in Section 4.5 and Section 4.9 and the definition of EQM Material Contract in Section 4.14 ) does not have, and would not reasonably be expected to have, individually or in the aggregate, an EQM Material Adverse Effect.  RMP shall have received a certificate signed on behalf of EQM by an executive officer of EQM GP to such effect.
 
(b)                                  Performance of Obligations of the EQM Entities .  The EQM Entities shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and RMP shall have received a certificate signed on behalf of EQM by an executive officer of EQM GP to such effect.
 
(c)                                   Tax Opinions .  RMP shall have received an opinion of Baker Botts L.L.P. dated as of the Closing Date to the effect that for U.S. federal income tax purposes (i) RMP should not recognize any income or gain as a result of the Merger and (ii) no gain or loss should be recognized by holders of RMP Units or other partnership interests in RMP as a result of the Merger (other than any gain resulting from (A) any actual or constructive distribution of cash or other property or (B) any decrease in partnership liabilities pursuant to Section 752 of the Code).  In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of the RMP Entities and the EQM Entities and any of their respective affiliates as to such matters as such counsel may reasonably request.
 
Section 6.4                                     Frustration of Closing Conditions .  None of the RMP Entities or the EQM Entities may rely on the failure of any condition set forth in Section 6.1 , Section 6.2 or Section 6.3 , as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger, the GP Merger and the other transactions contemplated hereby, or other breach of or noncompliance with this Agreement.
 
ARTICLE VII
TERMINATION
 
Section 7.1                                     Termination .  This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Effective Time:
 
(a)                                  by the mutual written consent of RMP and EQM duly authorized by each of the RMP GP Board and the EQM GP Board, respectively;
 
(b)                                  by either of RMP or EQM:
 
(i)                                      if the Closing shall not have been consummated on or before December 31, 2018 (the “ Outside Date ”); provided ,   that the right to terminate this Agreement under this Section 7.1(b)(i)  shall not be available (A) to RMP or EQM if the inability to satisfy such condition was due to the failure of, in the case of RMP, RMP or RMP GP, and, in the case of EQM, EQM, EQM GP, Merger Sub or GP Merger Sub, to perform any of its obligations under this Agreement or
 
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(B) to RMP or EQM if in the case of RMP, EQM, EQM GP, Merger Sub or GP Merger Sub, and in the case of EQM, RMP or RMP GP, has filed (and is then pursuing) an action seeking specific performance as permitted by Section 8.8 ;
 
(ii)                                   if any Restraint having the effect set forth in Section 6.1(c)  shall be in effect and shall have become final and nonappealable; provided , however , that the right to terminate this Agreement under this Section 7.1(b)(ii)  shall not be available to EQM or RMP if such Restraint was due to the failure of, in the case of RMP, RMP or RMP GP, and, in the case of EQM, EQM, EQM GP, Merger Sub or GP Merger Sub, to perform any of its obligations under this Agreement;
 
(iii)                                if the RMP Unitholders Meeting and any postponements or adjournments thereof shall have concluded and the RMP Unitholder Approval shall not have been obtained; or
 
(iv)                               if the IDR Purchase and Sale Agreement or the Drop-Down Agreement shall have been terminated in accordance with its terms; or
 
(c)                                   by EQM (which termination may be effected by the EQM Conflicts Committee with the consent, authorization or approval of the EQM Board):
 
(i)                                      if an RMP Adverse Recommendation Change shall have occurred prior to the RMP Unitholders Meeting;
 
(ii)                                   prior to the receipt of the RMP Unitholder Approval, if RMP shall be in Willful Breach of its obligations pursuant to the first three sentences of Section 5.1(b)  or Section 5.3 , other than in the case where (x) such Willful Breach is a result of an isolated action by a Person that is a Representative of RMP (other than a director or officer of RMP or RMP GP), (y) such Willful Breach was not caused by, or within the Knowledge of, RMP and (z) RMP takes appropriate actions to remedy such Willful Breach upon discovery thereof; provided that EQM shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(ii)  if EQM is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or
 
(iii)                                if RMP shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (or if any of the representations or warranties of the RMP Entities set forth in this Agreement shall fail to be true), which breach or failure (A) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 6.2(a)  or (b)  and (B) is incapable of being cured, or is not cured by RMP or RMP GP within 30 days following receipt of written notice from EQM of such breach or failure; provided that EQM shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(iii)  if any EQM Entity is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
 
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(d)                                  by RMP (which termination may be effected by the RMP Conflicts Committee with the consent, authorization or approval of the RMP Board), if EQM shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (or if any of the representations or warranties of EQM set forth in this Agreement shall fail to be true), which breach or failure (A) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 6.3(a)  or (b)  and (B) is incapable of being cured, or is not cured, by EQM within 30 days following receipt of written notice from RMP of such breach or failure; provided ,   that RMP shall not have the right to terminate this Agreement pursuant to this Section 7.1(d)  if RMP is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
 
Section 7.2                                     Effect of Termination .  In the event of the termination of this Agreement as provided in Section 7.1 , written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement shall forthwith become null and void (other than the provisions in Section 5.11 , Section 7.2 and Section 7.3 and in the last sentence of Section 5.6(a) , and the provisions in Article VIII , all of which shall survive termination of this Agreement), and there shall be no liability on the part of any EQM Entity or RMP Entity or their respective directors, officers and Affiliates, except (a) RMP or EQM may have liability as provided in Section 7.3 , and (b) subject to Sections 7.3(d) , (f)  and (g) , nothing shall relieve any party hereto from any liability or damages for any failure to consummate the Merger, the GP Merger and the other transactions contemplated hereby when required pursuant to this Agreement or any party from liability for fraud or a Willful Breach of any covenant or other agreement contained in this Agreement.
 
Section 7.3                                     Fees and Expenses .
 
(a)                                  In the event that (A) an RMP Alternative Proposal shall have been publicly proposed or publicly disclosed prior to, and not withdrawn at the time of, the date of the RMP Unitholders Meeting (or, if the RMP Unitholders Meeting shall not have occurred, prior to the termination of this Agreement pursuant to Section 7.1(b)(i)  [ Outside Date ]), (B) this Agreement is terminated by RMP or EQM pursuant to Section 7.1(b)(i)  [ Outside Date ] or Section 7.1(b)(iii)  [ Failed RMP Unitholder Vote ], and (C) RMP enters into a definitive agreement with respect to, or consummates, any RMP Alternative Proposal within 12 months after the date this Agreement is terminated (whether or not such RMP Alternative Proposal is the same RMP Alternative Proposal referred to in clause (A)), then, subject to Section 7.3(f) , RMP shall pay to EQM a termination fee equal to $63,400,000, less any EQM Expenses previously paid by RMP pursuant to Section 7.3(e)  (the “ RMP Termination Fee ”), upon the earlier of the public announcement that RMP has entered into such definitive agreement or the consummation of any such transaction.  For purposes of this Section 7.3(a) , the term “ RMP Alternative Proposal ” shall have the meaning assigned to such term in Section 8.13 , except that the references to “20% or more” shall be deemed to be references to “50% or more.”
 
(b)                                  In the event this Agreement is terminated by RMP or EQM pursuant to Section 7.1(b)(iii)  [ Failed RMP Unitholder Vote ] in a case where an RMP Adverse Recommendation Change has occurred, or by EQM pursuant to Section 7.1(c)(i)  [ RMP Adverse Recommendation Change ] or Section 7.1(c)(ii)  [ RMP Willful Breach ] (without limiting EQM’s
 
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remedies described in Section 8.8 ), then RMP shall pay to EQM, within two business days after the date of termination, the RMP Termination Fee.
 
(c)                                   Subject to Section 7.3(f) , any payment of the RMP Termination Fee shall be made in cash by wire transfer of same day funds to an account designated in writing by EQM.
 
(d)                                  In the event that RMP shall fail to pay the RMP Termination Fee required pursuant to this Section 7.3 when due, such fee shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the legal rate of interest provided for in Section 2301 of Title 6 of the Delaware Code.  In addition, if RMP shall fail to pay the RMP Termination Fee when due, RMP shall also pay all of EQM’s reasonable costs and expenses (including attorneys’ fees) in connection with efforts to collect such fee.  The RMP Entities and the EQM Entities acknowledge that the provisions of this Section 7.3 are an integral part of the transactions contemplated hereby and that, without these agreements, neither the RMP Entities nor the EQM Entities would enter into this Agreement.  The parties agree that in the event that RMP pays the RMP Termination Fee to EQM, no RMP Entity shall have any further liability to any EQM Entity of any kind in respect of this Agreement and the transactions contemplated hereby, and that in no event shall RMP be required to pay the RMP Termination Fee on more than one occasion.
 
(e)                                   Notwithstanding anything to the contrary in this Agreement (except Sections 7.3(f)  and 7.3(g) ), (i) in the event of termination of this Agreement by RMP pursuant to Section 7.1(d)  [ EQM Uncured Breach ], then EQM shall promptly, but in no event later than three business days after receipt of an invoice (with supporting documentation) therefor from RMP, pay RMP’s designee all of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants) incurred by RMP and its Affiliates in connection with this Agreement and the transactions contemplated hereby up to a maximum amount of $5,000,000 (the “ RMP Expenses ”); provided , however , that in no event shall EQM have any obligation to make any such payment if, at the time of such termination, this Agreement was terminable by EQM pursuant to Section 7.1(c)(iii)  [ RMP Uncured Breach ] and (ii) in the event of termination of this Agreement by EQM pursuant to Section 7.1(c)(iii)  [ RMP Uncured Breach ], then RMP shall promptly, but in no event later than three business days after receipt of an invoice (with supporting documentation) therefor from EQM, pay EQM’s designee all of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants) incurred by EQM and its Affiliates in connection with this Agreement and the transactions contemplated hereby up to a maximum amount of $5,000,000 (the “ EQM Expenses ”); provided , however , that in no event shall RMP have any obligation to make any such payment if, at the time of such termination, this Agreement was terminable by RMP pursuant to Section 7.1(d)  [ EQM Uncured Breach ].
 
(f)                                    Notwithstanding anything to the contrary in this Agreement, in the event that RMP is required to pay the RMP Termination Fee or the EQM Expenses, RMP shall pay to EQM an amount equal to the lesser of (i) the sum of the RMP Termination Fee and the EQM Expenses (such sum, the “ RMP Base Amount ”) and (ii) the maximum amount, if any, that can be paid to EQM without causing EQM to fail the gross income requirement in Section 
 
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7704(c)(2) of the Code, treating the RMP Termination Fee and the EQM Expenses as non-qualifying income and after taking into consideration all other sources of non-qualifying income (computed by treating as non-qualifying income any income that is not of the type that Baker Botts L.L.P. has opined or will opine is qualifying income as defined in Section 7704(d) of the Code) (such maximum amount, the “ EQM Non-Qualifying Income Cushion ”), as determined by EQM’s independent accountants. Notwithstanding the foregoing, in the event EQM receives an opinion from outside counsel or a ruling from the IRS (“ Tax Guidance ”) providing that EQM’s receipt of the RMP Base Amount would either constitute qualifying income (as defined in Section 7704(d) of the Code) or be excluded from gross income for purposes of Section 7704 of the Code, RMP shall, upon receiving notice that EQM has received the Tax Guidance, pay to EQM any unpaid portion of the RMP Base Amount within five (5) business days.  In the event that EQM is not able to receive the full RMP Base Amount due to the above limitations, RMP shall place the unpaid portion in escrow by wire transfer within three (3) days of termination and shall not release any portion thereof to EQM unless and until EQM receives either: (x) a letter from independent nationally recognized accounting firm indicating the EQM Non-Qualifying Income Cushion for any subsequent year (in which case RMP shall pay to EQM the lesser of the unpaid portion of the RMP Base Amount or the EQM Non-Qualifying Income Cushion specified within five (5) business days after RMP has been notified thereof) or (y) Tax Guidance providing that EQM’s receipt of such portion would either constitute qualifying income (as defined in Section 7704(d) of the Code) or be excluded from gross income for purposes of Section 7704 of the Code (in which case RMP shall pay to EQM any unpaid portion of the RMP Base Amount within five (5) business days after RMP has been notified thereof).  The obligation of RMP to pay any unpaid portion of the RMP Base Amount shall terminate on December 31 following the date that is five (5) years from the date of this Agreement.  Any amounts remaining in escrow after the obligation of RMP to pay the RMP Base Amount terminates shall be retained by RMP.
 
(g)                                   Notwithstanding anything to the contrary in this Agreement, in the event that EQM is required to pay the RMP Expenses, EQM shall pay to RMP an amount equal to the lesser of (i) the RMP Expenses and (ii) the maximum amount, if any, that can be paid to RMP without causing RMP to fail the gross income requirement in Section 7704(c)(2) of the Code, treating the RMP Expenses as non-qualifying income and after taking into consideration all other sources of non-qualifying income (computed by treating as non-qualifying income any income that is not of the type that Baker Botts L.L.P. has opined or will opine is qualifying income as defined in Section 7704(d) of the Code) (such maximum amount, the “ RMP Non-Qualifying Income Cushion ”), as determined by RMP’s independent accountants. Notwithstanding the foregoing, in the event RMP receives Tax Guidance providing that RMP’s receipt of the RMP Expenses would either constitute qualifying income (as defined in Section 7704(d) of the Code) or be excluded from gross income for purposes of Section 7704 of the Code, EQM shall, upon receiving notice that RMP has received the Tax Guidance, pay to RMP any unpaid portion of the RMP Expenses within five (5) business days.  In the event that RMP is not able to receive the full RMP Expenses due to the above limitations, EQM shall place the unpaid portion in escrow by wire transfer within three (3) days of termination and shall not release any portion thereof to RMP unless and until RMP receives either: (x) a letter from independent nationally recognized accounting firm indicating the RMP Non-Qualifying Income Cushion for any subsequent year (in which case EQM shall pay to RMP the lesser of the unpaid portion of the RMP Expenses or the RMP Non-Qualifying Income Cushion specified within five (5) business days after EQM has
 
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been notified thereof) or (y) Tax Guidance providing that RMP’s receipt of such portion would either constitute qualifying income (as defined in Section 7704(d) of the Code) or be excluded from gross income for purposes of Section 7704 of the Code (in which case EQM shall pay to RMP any unpaid portion of the RMP Expenses within five (5) business days after EQM has been notified thereof).  The obligation of EQM to pay any unpaid portion of the RMP Expenses shall terminate on December 31 following the date that is five (5) years from the date of this Agreement.  Any amounts remaining in escrow after the obligation of EQM to pay the RMP Expenses terminates shall be retained by EQM.
 
ARTICLE VIII
MISCELLANEOUS
 
Section 8.1                                     No Survival .  Except as otherwise provided in this Agreement, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, whether prior to or after the execution of this Agreement.  The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or, except as otherwise provided in Section 7.2 , upon the termination of this Agreement pursuant to Section 7.1 , as the case may be, except that the agreements set forth in Article II and Section 5.8 and Section 5.11 and any other agreement in this Agreement that contemplates performance after the Effective Time shall survive the Effective Time and those set forth in Section 5.11 , Section 7.2 and Section 7.3 , in the last sentence of Section 5.6(a)  and this Article VIII shall survive termination of this Agreement.
 
Section 8.2                                     Amendment or Supplement .  At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the RMP Unitholder Approval, by written agreement of the parties, by action taken or authorized by the RMP GP Board and the EQM GP Board; provided , however , that the RMP GP Board and EQM GP Board may not take or authorize any such action unless it has first been approved in writing by the RMP Conflicts Committee or the EQM Conflicts Committee, as applicable; provided , further , that following approval of this Agreement and the Merger by the RMP Unitholders, there shall be no amendment or change to the provisions of this Agreement which by Law or stock exchange rule would require further approval by the RMP Unitholders without such approval.  Unless otherwise expressly set forth in this Agreement, whenever a determination, decision, approval or consent of RMP or the RMP GP Board or of EQM or the EQM GP Board is required pursuant to this Agreement, such determination, decision, approval or consent must be authorized by the RMP GP Board and EQM GP Board, as applicable; provided , however , that the RMP GP Board and EQM GP Board, as applicable, may not take or authorize any such action unless such action has first been approved in writing by the RMP Conflicts Committee or the EQM Conflicts Committee, as applicable. In the event the RMP GP Board or the EQM GP Board, as applicable, takes or authorizes any action under this Section 8.2 that is counter to any action or recommendation by the RMP Conflicts Committee or the EQM Conflicts Committee, as applicable, or was not approved in writing by such conflicts committee as required by this Section 8.2 , then the RMP Conflicts Committee or the EQM Conflicts Committee, as applicable, may rescind its approval of this Agreement, with such rescission resulting in the rescission of “Special Approval” under Section 7.9 of the RMP Partnership
 
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Agreement or the EQM Partnership Agreement, as applicable.  For the avoidance of doubt, any rescission of “Special Approval” under the RMP Partnership Agreement pursuant to the prior sentence shall not, in and of itself, constitute an RMP Adverse Recommendation Change under this Agreement.
 
Section 8.3                                     Extension of Time, Waiver .  At any time prior to the Effective Time, any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of any other party hereto, (b) extend the time for the performance of any of the obligations or acts of any other party hereto, (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the RMP GP Board or the EQM GP Board may not take or authorize any action under this Section 8.3 or otherwise grant any consent under this Agreement unless it has first been approved in writing by the RMP Conflicts Committee or EQM Conflicts Committee, as applicable.   Notwithstanding the foregoing, no failure or delay by any RMP Entity or any EQM Entity in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. In the event the RMP GP Board or the EQM GP Board, as applicable, takes or authorizes any action under this Section 8.3 that is counter to any action or recommendation by the RMP Conflicts Committee or the EQM Conflicts Committee, as applicable, or was not approved in writing by such conflicts committee as required by this Section 8.3 , then the RMP Conflicts Committee or the EQM Conflicts Committee, as applicable, may rescind its approval of this Agreement, with such rescission resulting in the rescission of “Special Approval” under Section 7.9 of the RMP Partnership Agreement or the EQM Partnership Agreement, as applicable.  For the avoidance of doubt, any rescission of “Special Approval” under the RMP Partnership Agreement pursuant to the prior sentence shall not, in and of itself, constitute an RMP Adverse Recommendation Change under this Agreement.
 
Section 8.4                                     Assignment .  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties without the prior written consent of the other parties, except that (a) EQM may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to any wholly owned Subsidiary of EQM, but no such assignment shall relieve EQM of any of its obligations hereunder and (b) RMP may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to any wholly owned Subsidiary of RMP, but no such assignment shall relieve RMP of any of its obligations hereunder; provided that in the case of clause (a) or (b) above, any such assignment shall not materially impede or delay the consummation of the transactions contemplated by this Agreement.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.  Any purported assignment not permitted under this Section 8.4 shall be null and void.
 
Section 8.5                                     Counterparts .  This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and
 
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the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.  Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.
 
Section 8.6                                     Entire Agreement; No Third-Party Beneficiaries .  This Agreement, the RMP Disclosure Schedule, the EQM Disclosure Schedule and any certificates delivered by any party pursuant to this Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and thereof and (b) shall not confer upon any Person other than the parties hereto any rights (including third-party beneficiary rights or otherwise) or remedies hereunder, except for, in the case of clause (b), (i) the provisions of Section 5.8 and Section 8.12 and (ii) the right of the RMP Unitholders to receive the Merger Consideration after the Closing (a claim by the RMP Unitholders with respect to which may not be made unless and until the Closing shall have occurred) and the right of holders of RMP equity awards to receive the Merger Consideration to which they are entitled pursuant to this Agreement after the Closing (a claim by such holders with respect to which may not be made unless and until the Closing shall have occurred).
 
Section 8.7                                     Governing Law; Jurisdiction; Waiver of Jury Trial .
 
(a)                                  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
 
(b)                                  Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware).  Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.7 , (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit,
 
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action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.  Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the State of Delaware and of the United States of America; provided, however, that each such party’s consent to jurisdiction and service contained in this Section 8.7(b)  is solely for the purpose referred to in this Section 8.7(b)  and shall not be deemed to be a general submission to such courts or in the State of Delaware other than for such purpose.
 
(c)                                   EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
 
Section 8.8                                     Specific Enforcement .  The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and it is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, in accordance with this Section 8.8 in the Delaware Court of Chancery or any federal court sitting in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity.  Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (a) either party has an adequate remedy at law or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity (it being understood that nothing in this sentence shall prohibit the parties hereto from raising other defenses to a claim for specific performance or other equitable relief under this Agreement).  Each party further agrees that no party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.8 , and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.  The parties agree that in the event that EQM receives the RMP Termination Fee, EQM may not seek any award of specific performance under this Section 8.8 .
 
Section 8.9                                     Notices .  All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, by facsimile or email (which is confirmed), or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

If to the EQM Entities, to:	 	
 	 	
EQT Midstream Partners, LP	 	
c/o EQT Midstream Services, LLC	 	
 
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625 Liberty Avenue, Suite 1700	 	
Pittsburgh, PA 15222	 	
Fax No.:	(412) 553-7781	
Attn:	Conflicts Committee Chair c/o Corporate Secretary	
 	 	
with a copy (which shall not constitute notice) to:	 	
 	 	
Richards, Layton & Finger, P.A.	 	
One Rodney Square	 	
920 North King Street	 	
Wilmington, DE 19801	 	
Fax No.:	(302) 651-7701	 	
Email:	Raju@rlf.com	 	
Attn:	Srinivas M. Raju	 	
 	 	
If to the RMP Entities, to:	 	
 	 	
Rice Midstream Partners LP	 	
c/o Rice Midstream Management LLC	 	
625 Liberty Avenue, Suite 1700	 	
Pittsburgh, PA 15222	 	
Fax No.:	(412) 553-7781	
Attn:	Conflicts Committee Chair c/o Corporate Secretary	
 	 	
with a copy (which shall not constitute notice) to:	 	
 	 	
Latham & Watkins LLP	 	
811 Main Street, Suite 3700	 	
Houston, Texas 77002	 	
Fax No.:	(713) 546-5401	 	
Email:	Ryan.Maierson@lw.com	 	
 	Nick.Dhesi@lw.com	 	
Attn:	Ryan J. Maierson	 	
 	Nick S. Dhesi	 	
 	 	
If to EQT, to:	 	
 	 	
EQT Corporation	 	
 	 	
625 Liberty Avenue, Suite 1700	 	
Pittsburgh, PA 15222	 	
Fax No.:	(412) 553-5970	 	
Attn:	General Counsel	 	

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with a copy (which shall not constitute notice) to:	 	
 	 	
Wachtell, Lipton, Rosen & Katz	 	
51 West 52nd Street	 	
New York, NY 10019	 	
Fax No.:	(212) 403-2000	 	
Email:	SACohen@wlrk.com	 	
 	VGoldfeld@wlrk.com	 	
Attn:	Steven A. Cohen	 	
 	Victor Goldfeld	 	
 
or such other address or facsimile number as such party may hereafter specify by like notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 P.M. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.
 
Section 8.10                              Severability .  If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
 
Section 8.11                              Interpretation .
 
(a)                                  When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an Article of, a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto
 
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and instruments incorporated therein.  References to a Person are also to its permitted successors and assigns.
 
(b)                                  The parties hereto have participated jointly in the negotiation and drafting of this Agreement with the assistance of counsel and other advisors and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement or interim drafts of this Agreement.
 
Section 8.12                              Non-Recourse .  No past, present or future director, officer, employee, incorporator, member, partner, shareholder, agent, attorney, representative or affiliate of any party hereto or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided , however , that nothing in this Section 8.12 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.
 
Section 8.13                              Definitions .  As used in this Agreement, the following terms have the meanings ascribed thereto below:
 
“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person.  For this purpose, “ control ” (including, with its correlative meanings, “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise; provided , however , that for purposes of this Agreement, RMP and its Subsidiaries shall not be considered Affiliates of EQM or any of EQM’s other Affiliates, nor shall any such Persons be considered Affiliates of RMP or its Subsidiaries.
 
“ Antitrust Laws ” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition.
 
“ Benefit Plan ” means (i) any “employee benefit plan” (within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) all other plans, programs, policies, agreements, understandings or other arrangements providing compensation or other benefits, including but not limited to, all cash or equity-based, employment, retention, consulting, change of control, incentive, bonus, deferred compensation, health, medical, dental, disability, accident, life insurance, cafeteria, vacation, holiday, severance, retirement, pension, savings, or termination plans, programs, policies, agreements, understandings or arrangements.
 
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“ business day ” means a day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by Law to be closed.
 
“ Clayton Act ” means the Clayton Antitrust Act of 1914, as amended, and the rules and regulations promulgated thereunder.
 
“ DLLCA ” mean the Delaware Limited Liability Company Act.
 
“ Drop-Down Agreement ” means that certain Contribution and Sale Agreement, dated as of the date hereof, by and among EQT, Rice Midstream Holdings LLC, EQM and EQM Gathering Holdings, LLC.
 
“ Drop-Down Transactions ” means the acquisition transactions contemplated by the Drop-Down Agreement.
 
“ DRULPA ” means the Delaware Revised Uniform Limited Partnership Act.
 
“ Environmental Law ” means any Law relating to (i) the protection, preservation or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, in each case as in effect at the date of this Agreement.
 
“ Environmental Permit ” means all Permits required under Environmental Laws.
 
“ EQM Equity Plans ”  means any plans or arrangements of EQM providing for the grant of awards of EQM Units or awards valued, in whole or in part, by reference to EQM Units, or otherwise relating thereto, including but not limited to, the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan.
 
“ EQM Gathering Holdings ” means EQM Gathering Holdings, LLC, a Delaware limited liability company and wholly owned Subsidiary of EQM.
 
“ EQM GP Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of EQT Midstream Services, LLC, dated as of May 15, 2015, as amended or supplemented from time to time.
 
“ EQM GP Charter Documents ” means, collectively, the Certificate of Formation of EQM GP, and the EQM GP Agreement, as amended or supplemented from time to time.
 
“ EQM GP Interest ” means the “General Partner Interest” as defined in the EQM Partnership Agreement.
 
“ EQM GP Unit ” means a “General Partner Unit” as defined in the EQM Partnership Agreement.
 
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“ EQM Incentive Distribution Rights ” means an “Incentive Distribution Right” as defined in the EQM Partnership Agreement.
 
“ EQM Joint Ventures ” means each entity listed on Section 8.13 of the EQM Disclosure Schedule; provided , that with respect to any reference in this Agreement to EQM causing any EQM Joint Venture to take any action, such reference shall only require EQM to cause such EQM Joint Venture to take such action to the maximum extent permitted by the organizational documents and governance arrangements of such EQM Joint Venture and, to the extent applicable, its fiduciary duties in relation to such EQM Joint Venture.
 
“ EQM Limited Partner ” means a “Limited Partner” as defined in the EQM Partnership Agreement.
 
“ EQM Limited Partner Interest ” means a “Limited Partner Interest” as defined in the EQM Partnership Agreement.
 
“ EQM Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated as of July 2, 2012, as amended or supplemented from time to time.
 
“ EQM Partnership Interest ” means “Partnership Interest” as defined in the EQM Partnership Agreement.
 
“ EQM Special Approval ” means “Special Approval” as defined in the EQM Partnership Agreement.
 
“ EQM Unaffiliated Unitholders ” means EQM Unitholders excluding EQT, EQM GP and their Affiliates.
 
“ EQM Unit ” means a “Common Unit” as defined in the EQM Partnership Agreement.
 
“ EQM Unit Majority ” means “Unit Majority” as defined in the EQM Partnership Agreement.
 
“ EQM Unitholders ” means the holders of EQM Units.
 
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.
 
“ ERISA Affiliates ” means, with respect to any Person, any trade or business, whether or not incorporated, that together with such Person, would be deemed at the relevant time to be a single employer for purpose of Section 414(b), (c), (m) or (o) of the Code.
 
“ Federal Trade Commission Act ” means the Federal Trade Commission Act of 1914.
 
“ GAAP ” means generally accepted accounting principles in the United States.
 
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“ Governmental Authority ” means any government, court, arbitrator, regulatory or administrative agency, commission or authority or other governmental instrumentality, federal, state or local, domestic, tribal, foreign or multinational.
 
“ GP Merger Sub Charter Documents ” means, collectively, the Certificate of Formation of EQM GP Acquisition Sub, LLC, and the Limited Liability Company Agreement, dated as of April 18, 2018, of EQM GP Acquisition Sub, LLC, as amended or supplemented from time to time.
 
“ Hazardous Substance ” means any substance, material or waste that is listed, defined, designated or classified as hazardous, toxic, radioactive, dangerous or a “pollutant” or “contaminant” or words of similar meaning under any Environmental Law or are otherwise regulated by any Governmental Authority with jurisdiction over the environment or natural resources, including without limitation petroleum or any derivative or byproduct thereof, radon, radioactive material, asbestos or asbestos containing material, urea formaldehyde, foam insulation or polychlorinated biphenyls.
 
“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
 
“ IDR Purchase and Sale Agreement ” means the Incentive Distribution Rights Purchase and Sale Agreement, dated as of the date hereof, by and among EQGP, RMGH and EQT.
 
“ IDR Transaction ” means the purchase and sale of the RMP Incentive Distribution Rights contemplated by the IDR Purchase and Sale Agreement.
 
“ Intervening Event ” means a material event, circumstance, effect, condition, change or development, in each case that arises or occurs after the date of this Agreement and was not, prior to the date of this Agreement, known to or reasonably foreseeable by the RMP GP Board and did not result from or arise out of the announcement or pendency of, or any actions required to be taken by (or to be refrained from being taken by) RMP pursuant to this Agreement; provided , however , that in no event shall the following events, circumstances, or changes in circumstances constitute an Intervening Event:  (i) the receipt, existence or terms of an RMP Alternative Proposal or any matter relating thereto or consequence thereof, (ii) any change in the price, or change in trading volume, of the RMP Units or the fact that RMP meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period ( provided , however , that the exception to this clause (i) shall not apply to the underlying causes giving rise to or contributing to such change or prevent any of such underlying causes from being taken into account in determining whether an Intervening Event has occurred) or (iii) any matters generally affecting the industry in which RMP operates as a whole that have not had or would not reasonably be expected to have a disproportionate effect on RMP and/or its Subsidiaries.
 
“ Knowledge ” (i) when used with respect to RMP, means the actual knowledge, after reasonable inquiry, of those individuals listed on Section 8.13 of the RMP Disclosure Schedule and (ii) when used with respect to EQM, means the actual knowledge, after reasonable inquiry, of those individuals listed on Section 8.13 of the EQM Disclosure Schedule.
 
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“ Material Adverse Effect ” means, when used with respect to a Person, any change, effect, event or occurrence that, individually or in the aggregate, (x) has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of such Person and its Subsidiaries, taken as a whole, or (y) prevents or materially impedes, interferes with or hinders the consummation of the transactions contemplated hereby, including the Merger and the GP Merger, on or before the Outside Date; provided , however , that any adverse changes, effects, events or occurrences resulting from or due to any of the following shall be disregarded in determining whether there has been a Material Adverse Effect:  (i) changes, effects, events or occurrences generally affecting the United States or global economy, the financial, credit, debt, securities or other capital markets or political, legislative or regulatory conditions or changes in the industries in which such Person operates; (ii) the announcement or pendency of this Agreement or the transactions contemplated hereby or the performance of this Agreement (including, for the avoidance of doubt, performance of the parties’ obligations under Section 5.4 ) ( provided that the exception in this clause (ii) shall not be deemed to apply to references to “RMP Material Adverse Effect” or “EQM Material Adverse Effect” in Section 3.4 or Section 4.4 , as applicable, and to the extent related thereto, Section 6.2(a)  and Section 6.3(a) ); (iii) any change in the market price or trading volume of the partnership interests, shares of common stock or other equity securities of such Person (it being understood and agreed that the foregoing shall not preclude any other party to this Agreement from asserting that any facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of Material Adverse Effect should be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect); (iv) acts of war or terrorism (or the escalation of the foregoing) or natural disasters or other force majeure events; (v) changes in any Laws or regulations applicable to such Person or applicable accounting regulations or principles or the interpretation thereof; (vi) any legal proceedings commenced by or involving any current or former member, partner or shareholder of such Person (on their own or on behalf of such Person) arising out of or related to this Agreement or the transactions contemplated hereby; (vii) changes, effects, events or occurrences generally affecting the prices of oil, natural gas, natural gas liquids or other commodities; (viii) any failure of a Person to meet any internal or external projections, forecasts or estimates of revenues, earnings or other financial or operating metrics for any period (it being understood and agreed that the foregoing shall not preclude any other party to this Agreement from asserting that any facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of Material Adverse Effect should be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect); and (ix) the taking of any action required by this Agreement; provided , however , that changes, effects, events or occurrences referred to in clauses (i), (iv), (v) and (vii) above shall be considered for purposes of determining whether there has been or would reasonably be expected to be a Material Adverse Effect if and to the extent such state of affairs, changes, effects, events or occurrences has had or would reasonably be expected to have a disproportionate adverse effect on such Person and its Subsidiaries, taken as a whole, as compared to other companies operating in the industries in which such Person and its Subsidiaries operate.
 
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“ Merger Sub Charter Documents ” means, collectively, the Certificate of Formation of EQM Acquisition Sub, LLC, and the Limited Liability Company Agreement, dated as of April 18, 2018, of EQM Acquisition Sub, LLC, as amended or supplemented from time to time.
 
“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
 
“ NYSE ” means the New York Stock Exchange.
 
“ Permit ” means franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority.
 
“ Person ” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including a Governmental Authority.
 
“ RMP Alternative Proposal ” means any inquiry, proposal or offer from, or indication of interest in seeking a proposal or offer by, any Person or “group” (as defined in Section 13(d) of the Exchange Act), other than EQM, its Subsidiaries and their Affiliates, relating to any (i) direct or indirect acquisition (whether in a single transaction or a series of related transactions), of assets of RMP and its Subsidiaries (including securities of Subsidiaries) equal to 20% or more of RMP’s consolidated assets or to which 20% or more of RMP’s revenues or earnings on a consolidated basis are attributable, (ii) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of beneficial ownership (within the meaning of Section 13 under the Exchange Act) of 20% or more of any class of equity securities of RMP, (iii) tender offer or exchange offer that if consummated would result in any Person or “group” (as defined in Section 13(d) of the Exchange Act) beneficially owning 20% or more of any class of equity securities of RMP or (iv) merger, consolidation, unit exchange, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving RMP or any of its Subsidiaries which is structured to permit any Person or “group” (as defined in Section 13(d) of the Exchange Act) to acquire beneficial ownership of at least 20% of RMP’s consolidated assets, net income, net expenses, revenue or equity interests; in each case, other than the transactions contemplated hereby.
 
“ RMP Equity Plans ” means any plans or arrangements of RMP providing for the grant of awards of RMP Units or awards valued, in whole or in part, by reference to RMP Units, or otherwise relating thereto, including but not limited to, the Rice Midstream Partners LP 2014 Long Term Incentive Plan.
 
“ RMP GP Agreement ” means the Amended and Restated Limited Liability Company Agreement of Rice Midstream Management LLC, dated as of December 22, 2014, as amended or supplemented from time to time.
 
“ RMP GP Charter Documents ” means, collectively, the Certificate of Formation of RMP GP and the RMP GP Agreement, each as amended or supplemented from time to time.
 
75 

 
“ RMP GP Interest ” has the meaning ascribed to the “General Partner Interest” in the RMP Partnership Agreement.
 
“ RMP Incentive Distribution Right ”  means “Incentive Distribution Right” as defined in the RMP Partnership Agreement.
 
“ RMP Limited Partner ” means “Limited Partner” as defined in the RMP Partnership Agreement.
 
“ RMP Limited Partner Interest ” means a “Limited Partner Interest” as defined in the RMP Partnership Agreement.
 
“ RMP Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP, dated as of December 22, 2014, as amended or supplemented from time to time.
 
“ RMP Partnership Interest ” means an interest in RMP, which shall include the General Partner Interest (as defined in the RMP Partnership Agreement) and RMP Limited Partner Interests.
 
“ RMP Special Approval ” means “Special Approval” as defined in the RMP Partnership Agreement.
 
“ RMP Superior Proposal ” means a bona fide unsolicited written offer, obtained after the date of this Agreement and not in breach of Section 5.3 (other than an immaterial breach), to acquire, directly or indirectly, more than 50% of the outstanding equity securities of RMP or more than 50% of the assets of RMP and its Subsidiaries on a consolidated basis, made by a third party (other than EQT or any of its Affiliates), which is on terms and conditions which the RMP GP Board determines in its good faith to be (i) reasonably capable of being consummated in accordance with its terms, taking into account legal, regulatory, financial, financing and timing aspects of the proposal, and (ii) if consummated, more favorable to the RMP Unitholders (in their capacity as RMP Unitholders) from a financial point of view than the transactions contemplated hereby, taking into account at the time of determination any changes to the terms of this Agreement that as of that time had been proposed by EQM in writing.
 
“ RMP Unaffiliated Unitholders ” means RMP Unitholders excluding EQT and its Affiliates.
 
“ RMP Unit ” means “Common Unit” as defined in the RMP Partnership Agreement.
 
“ RMP Unitholders ” means the holders of RMP Units.
 
“ SEC ” means the Securities and Exchange Commission.
 
“ Sherman Act ” means the Sherman Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder.
 
76 

 
“ Subsidiary ” when used with respect to any party, means any corporation, limited liability company, partnership, association, trust or other entity the accounts of which would be consolidated with those of such party in such party’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partner interests or, in the case of a limited liability company, the managing member) are, as of such date, owned by such party or one or more Subsidiaries of such party or by such party and one or more Subsidiaries of such party.  When used with respect to EQM, the term “Subsidiary” shall include the EQM Joint Ventures unless the context otherwise requires.
 
“ Tax ” or “ Taxes ” means any and all federal, state or local or non-U.S. taxes of any kind whatsoever, including any income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, imposts fees, levies assessments or assessments in the nature of a tax, and including any and all interest, penalties, fines, additions thereto or in respect thereof, in each case imposed, assessed or collected by or under the authority of any Governmental Authority.
 
“ Tax Return ” means any return, report, statement, declaration, disclosure, schedule, notice, notification, form, election, supporting material, certificate or similar filing (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any information return, claim for refund, amended return or declaration of estimated Taxes (and including any attachments thereto and any amendments thereof).
 
“ Treasury Regulations ” means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code.  All references in this Agreement to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute, temporary or final Treasury Regulations.
 
“ Unit Majority ” means a “Unit Majority” as defined in the RMP Partnership Agreement.
 
“ Willful Breach ” means (i) with respect to any breaches or failures to perform any of the covenants or other agreements contained in this Agreement, a material breach that is a consequence of an act or intentional omission undertaken by the breaching party (or in the case of Section 5.3 with respect to RMP, the consequence of an act or omission of a Subsidiary of RMP, or of a Representative of RMP at the direction of RMP) with the Knowledge that the taking of, or failure to take, such act would, or would be reasonably expected to, cause a material breach of such covenant or agreement and (ii) the failure by any party to consummate the transactions contemplated hereby after all of the conditions set forth in Article VI have been satisfied or waived (by the party entitled to waive any such applicable conditions).
 
[ signature pages follow ]
 
77 

 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

 	EQM:	
 	 	
 	EQT MIDSTREAM PARTNERS, LP	
 	 	 	
 	By:	EQT Midstream Services, LLC,	
 	 	its general partner	
 	 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	
 	 	Name: Jeremiah J. Ashcroft III	
 	 	Title: President and Chief Executive Officer	
 	 	 	
 	EQM GP:	
 	 	
 	EQT MIDSTREAM SERVICES, LLC	
 	 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	
 	 	Name: Jeremiah J. Ashcroft III	
 	 	Title: President and Chief Executive Officer	
 	 	 	
 	MERGER SUB:	
 	 	
 	EQM ACQUISITION SUB, LLC	
 	 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	
 	 	Name: Jeremiah J. Ashcroft III	
 	 	Title: President and Chief Executive Officer	
 	 	 	
 	GP MERGER SUB:	
 	 	
 	EQM GP ACQUISITION SUB, LLC	
 	 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	
 	 	Name: Jeremiah J. Ashcroft III	
 	 	Title: President and Chief Executive Officer	
 
[Signature Page to Agreement and Plan of Merger]

 

 	EQT:	
 	 	
 	EQT CORPORATION	
 	 	 	
 	By:	/s/ Robert J. McNally	
 	 	Name: Robert J. McNally	
 	 	Title: Senior Vice President and Chief Financial Officer	
 	 	 	
 	RMP:	
 	 	
 	RICE MIDSTREAM PARTNERS LP	
 	 	 	
 	By:	Rice Midstream Management LLC,	
 	 	its general partner	
 	 	 	
 	By:	/s/ Robert J. McNally	
 	 	Name: Robert J. McNally	
 	 	Title: Senior Vice President and Chief Financial Officer	

 	RMP GP:	
 	 	
 	RICE MIDSTREAM MANAGEMENT LLC	
 	 	 	
 	By:	/s/ Robert J. McNally	
 	 	Name: Robert J. McNally	
 	 	Title: Senior Vice President and Chief Financial Officer	
 
[Signature Page to Agreement and Plan of Merger]

Exhibit 2.2 
 
Execution Version
 
CONTRIBUTION AND SALE AGREEMENT
 
by and among
 
EQT CORPORATION,
 
RICE MIDSTREAM HOLDINGS LLC,
 
EQT MIDSTREAM PARTNERS, LP
 
and
 
EQM GATHERING HOLDINGS, LLC
 
Dated as of April 25, 2018

 
TABLE OF CONTENTS

 	 	Page	
ARTICLE I DEFINITIONS	2	
 	 	 	
Section 1.1	Certain Defined Terms	2	
 	 	
ARTICLE II CONTRIBUTION AND SALE	15	
 	 	 	
Section 2.1	Contribution and Sale	15	
Section 2.2	Assumed Liabilities	15	
Section 2.3	Closing	15	
Section 2.4	Subsequent Actions	16	
Section 2.5	Consideration	16	
Section 2.6	Cash Amount Adjustments	16	
Section 2.7	Adjustment Procedures	16	
 	 	
ARTICLE III REPRESENTATIONS AND WARRANTIES OF EQM GATHERING AND EQM	18	
 	 	 	
Section 3.1	Organization and Existence	19	
Section 3.2	Authority and Approval	19	
Section 3.3	Common Units	19	
Section 3.4	No Conflict; Required Filings and Consents	20	
Section 3.5	Periodic Reports	21	
Section 3.6	No Registration	21	
Section 3.7	Litigation	21	
Section 3.8	Brokers	21	
Section 3.9	Disclosure	22	
Section 3.10	Investment Intent	22	
 	 	
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE EQT PARTIES	22	
 	 	 	
Section 4.1	Organization	23	
Section 4.2	Authority and Approval	23	
Section 4.3	No Conflict; Required Filings and Consents	23	
Section 4.4	Financial Statements; Undisclosed Liabilities	24	
Section 4.5	Internal Control Over Financial Reporting	25	
Section 4.6	No Adverse Changes	25	
Section 4.7	Licenses; Permits	26	
Section 4.8	Litigation; Laws and Regulations	27	
Section 4.9	Capitalization; Title to Subject Interests	27	
Section 4.10	Title to Real Property	28	
Section 4.11	Title to Personal Property; Condition of Assets	29	
Section 4.12	Intellectual Property	30	
Section 4.13	Taxes	30	
 
i 

 

Section 4.14	Environmental Matters	31	
Section 4.15	Contracts	32	
Section 4.16	Insurance	33	
Section 4.17	Brokers	34	
Section 4.18	Disclosure	34	
Section 4.19	Qualifying Income	34	
Section 4.20	Investment Intent	34	
 	 	
ARTICLE V COVENANTS	34	
 	 	 	
Section 5.1	Conduct of Business Prior to Closing	34	
Section 5.2	Access to Information	36	
Section 5.3	Notification of Certain Matters; Supplements to Disclosure Schedules	36	
Section 5.4	Confidentiality	37	
Section 5.5	Commercially Reasonable Efforts	37	
Section 5.6	Public Announcements	39	
Section 5.7	Acknowledgements	39	
Section 5.8	Tax Matters	40	
Section 5.9	Rice Omnibus Agreement	41	
Section 5.10	Contractual Obligations	41	
 	 	
ARTICLE VI CONDITIONS TO CLOSING	42	
 	 	 	
Section 6.1	General Conditions	42	
Section 6.2	Conditions to the Obligations of the EQT Parties	42	
Section 6.3	Conditions to the Obligations of EQM and EQM Gathering	43	
Section 6.4	Effect of Waiver of Conditions	44	
 	 	
ARTICLE VII TERMINATION	45	
 	 	 	
Section 7.1	Termination	45	
Section 7.2	Effect of Termination	46	
Section 7.3	Expense Reimbursement	46	
 	 	
ARTICLE VIII INDEMNIFICATION	46	
 	 	 	
Section 8.1	Indemnification	46	
Section 8.2	Limitations Regarding Indemnification	47	
Section 8.3	Indemnification Procedures	48	
 	 	
ARTICLE IX GENERAL PROVISIONS	49	
 	 	 	
Section 9.1	Fees and Expenses	49	
Section 9.2	Amendment and Modification	49	
Section 9.3	Extension	49	
Section 9.4	Waiver	50	
Section 9.5	Notices	50	
 
ii 

 

Section 9.6	Interpretation	51	
Section 9.7	Entire Agreement	51	
Section 9.8	No Third-Party Beneficiaries	52	
Section 9.9	Governing Law	52	
Section 9.10	Assignment; Successors	52	
Section 9.11	Enforcement	52	
Section 9.12	Currency	52	
Section 9.13	Severability	53	
Section 9.14	Waiver of Jury Trial	53	
Section 9.15	Counterparts	53	
Section 9.16	Electronic Signature	53	
Section 9.17	Time of Essence	53	
Section 9.18	No Presumption Against Drafting Party	53	
Section 9.19	Further Assurances	53	
 
iii 

 
TABLE OF EXHIBITS AND SCHEDULES
 
Exhibits
 
Exhibit A-1 — Rice Olympus Systems
Exhibit A-2 — Rice Olympus Easements and Fee Interests
Exhibit A-3 — Rice Olympus Contracts
 
Exhibit B-1 — Rice West Virginia Easements and Fee Interests
 
Exhibit C-1 — Strike Force Systems
Exhibit C-2 — Strike Force Easements and Fee Interests
Exhibit C-3 — Strike Force Contracts
 
Exhibit D — Form of Assignment Agreement
 
Schedules
 
EQM Disclosure Schedules
Schedule 3.4 — No Conflict; Required Filings and Consents
 
Seller Disclosure Schedules
Schedule 4.3 — No Conflict; Required Filings and Consents
Schedule 4.4(a) — Financial Statements
Schedule 4.4(b) — Undisclosed Liabilities
Schedule 4.6 — No Adverse Changes
Schedule 4.7(e) — Permits
Schedule 4.8 — Litigation; Laws and Regulations
Schedule 4.9 — Rights Affecting Capitalization
Schedule 4.10  — Title to Real Property
Schedule 4.11(b) — Condition of Assets
Schedule 4.13 — Taxes
Schedule 4.14 — Environmental Matters
Schedule 4.15 — Contracts
Schedule 4.16 — Insurance
Schedule 5.1 — Conduct of Business Prior to Closing
 
iv 

 
CONTRIBUTION AND SALE AGREEMENT
 
THIS CONTRIBUTION AND SALE AGREEMENT, dated as of April 25, 2018 (this “ Agreement ”), but, with respect to each Contribution, effective as of 12:01 a.m. on the applicable Effective Date, is made by and among EQT Corporation, a Pennsylvania corporation (“ EQT Corporation ”), Rice Midstream Holdings LLC, a Delaware limited liability company (“ Rice Midstream ”), EQT Midstream Partners, LP, a Delaware limited partnership (“ EQM ”), and EQM Gathering Holdings, LLC, a Delaware limited liability company and a wholly owned Subsidiary of EQM (“ EQM Gathering ”).
 
RECITALS
 
A.            EQT Corporation indirectly owns 100% of the limited liability company interests of Rice Midstream.
 
B.            Rice Midstream is currently the sole member of, and owns 100% of the limited liability company interests in each of: (a) Rice West Virginia Midstream LLC, a Delaware limited liability company (“ Rice West Virginia ” and such interests, the “ Rice West Virginia Interest ”); (b) Rice Olympus Midstream LLC, a Delaware limited liability company (“ Rice Olympus ” and such interests, the “ Rice Olympus Interest ”); and (c) Strike Force Midstream Holdings LLC, a Delaware limited liability company (“ Strike Force Holdings ” and such interests, the “ Strike Force Holdings Interest ”).
 
C.            Rice Midstream desires to contribute, assign, sell and transfer all of the Rice West Virginia Interest, the Rice Olympus Interest and the Strike Force Holdings Interest (collectively, the “ Subject Interests ”) to EQM Gathering, in each case pursuant to the terms of this Agreement and an Assignment Agreement or Assignment Agreements substantially in the form of Exhibit D attached hereto (whether one or more than one, the “ Assignment Agreement ”), and EQM Gathering desires to purchase and acquire the Subject Interests in accordance with the terms of this Agreement and the Assignment Agreement.
 
D.            Concurrently with the execution of this Agreement, the parties thereto are entering into the IDR Purchase and Sale Agreement and the MLP Merger Agreement.
 
E.            The Conflicts Committee has (a) previously received a fairness opinion from its financial advisor that the consideration to be paid by EQM in the ROWV Contribution (as defined below) is fair, from a financial point of view, to EQM and the Unaffiliated Unitholders, (b) previously received a fairness opinion from its financial advisor that the consideration to be paid by EQM in the Strike Force Contribution (as defined below) is fair, from a financial point of view, to EQM and the Unaffiliated Unitholders, and (c) found the Transactions (as defined below) to be in the best interest of, EQM and the Unaffiliated Unitholders and recommended that the board of directors of EQM GP (the “ Board of Directors ”) approve the Transactions and this Agreement, and, subsequently, the Board of Directors has approved the Transactions and this Agreement.

 
AGREEMENT
 
In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:
 
ARTICLE I
DEFINITIONS
 
Section 1.1             Certain Defined Terms .  For purposes of this Agreement:
 
“ Action ” means any claim, action, suit, inquiry, proceeding, audit or investigation by or before any Governmental Authority, or any other arbitration, mediation or similar proceeding.
 
“ Adverse Consequences ” means all Actions, hearings, charges, complaints, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs (including court costs and investigative and remedial costs), amounts paid in settlement, liabilities, obligations, Taxes, Liens, losses, fees and expenses (including reasonable attorneys’ and accountants’ fees).
 
“ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. For purposes of this Agreement, Gulfport Midstream shall not be considered an Affiliate of Strike Force Midstream or its Affiliates.
 
“ Agreement ” has the meaning set forth in the preamble.
 
“ Ancillary Agreements ” means all agreements, documents and instruments required to be delivered by any party hereto or its Affiliates pursuant to this Agreement in connection with this Agreement or the transactions contemplated hereby, including the Assignment Agreement and any customary closing certificates.
 
“ Applicable Law ” means any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree that relates to a party in a particular context.
 
“ Arbitrating Accountant ” has the meaning set forth in Section 2.7(c) .
 
“ Assets ” means, as the context requires, the Rice Olympus Assets, the Rice West Virginia Assets and/or the Strike Force Assets, as applicable.
 
“ Assignment Agreement ” has the meaning set forth in the recitals.
 
“ Board of Directors ” has the meaning set forth in the recitals.
 
“ Business ” means, with respect to each Subject Company, the ownership and operation of such Subject Company’s Assets.
 
2 

 
“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Applicable Law to be closed in The City of New York.
 
“ Cash Amount ” means, collectively, the ROWV Cash Amount and the SFH Cash Amount.
 
“ CERCLA ” means Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.
 
“ Closing ” has the meaning set forth in Section 2.3(a) .
 
“ Closing Adjustment ” has the meaning set forth in Section 2.7(a) .
 
“ Closing Date ” has the meaning set forth in Section 2.3(a) .
 
“ Closing Working Capital Adjustment ” has the meaning set forth in Section 2.7(a) .
 
“ Code ” means the Internal Revenue Code of 1986, as amended.
 
“ Commission ” means the United States Securities and Exchange Commission.
 
“ Common Units ” has the meaning given to such term in the EQM Partnership Agreement.
 
“ Conflicts Committee ” means the Conflicts Committee of the Board of Directors of EQM GP.
 
“ Consideration ” means an amount equal to the sum of the ROWV Consideration and the SFH Cash Amount.
 
“ Contract ” means any contract, agreement, arrangement or understanding, whether written or oral and whether express or implied.
 
“ Contribution ” means one or both of the ROWV Contribution and/or the Strike Force Holdings Contribution, as the context requires.
 
“ control ,” including the terms “ controlled by ” and “ under common control with ,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities (or other similar interests), as trustee or executor, as general partner or managing member, by Contract or otherwise, including the ownership, directly or indirectly, of securities (or other similar interests) having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.
 
“ Cut-off Date ” means, with respect to a Subject Interest and the Transferred Assets relating thereto, (a) the Closing Date of the Transaction with respect to such Subject
 
3 

 
Interest, in the case of income and similar Taxes, or (b) the Effective Date of the Transaction with respect to such Subject Interest, in the case of all other Taxes.
 
“ Disclosure Schedules ” means the Seller Disclosure Schedules and the EQM Disclosure Schedules, as the context requires.
 
“ Dispute ” has the meaning set forth in Section 2.7(b) .
 
“ Dispute Deadline ” has the meaning set forth in Section 2.7(b) .
 
“ Dispute Notice ” has the meaning set forth in Section 2.7(b) .
 
“ DLLCA ” means the Delaware Limited Liability Company Act.
 
“ DRULPA ” means the Delaware Revised Uniform Limited Partnership Act.
 
“ Easement ” means, as the context requires, the Rice West Virginia Easements, the Rice Olympus Easements and/or the Strike Force Easements, as applicable.
 
“ Effective Date ” means one or more of the ROWV Effective Date and/or the SFH Effective Date, as the context requires.
 
“ Environmental Laws ” means, all federal, state and local laws, including common law, statutes, rules, regulations, ordinances, judgments, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements relating to (a) pollution or protection of the environment, natural resources or threatened, endangered or otherwise protected species, (b) any Release or threatened Release of, or any exposure of any Person or property to, any Hazardous Substance and (c) the generation, manufacture, processing, distribution, use, treatment, storage, transport or handling of any Hazardous Substance, including, without limitation, CERCLA, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, the Natural Gas Pipeline Safety Act, the Pipeline Safety, Regulatory Certainty and Jobs Creation Act of 2011, and any regulations promulgated thereunder, any state or local counterpart laws or regulations and other environmental conservation and protection laws, each as amended through and existing as of the applicable Closing Date.
 
“ Environmental Permits ” means all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or authorizations of any Governmental Authority under any Environmental Law.
 
“ EQM ” has the meaning set forth in the preamble.
 
“ EQM Disclosure Schedules ” has the meaning set forth in Article III .
 
“ EQM Gathering ” has the meaning set forth in the preamble.
 
4 

 
“ EQM GP ” means EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM.
 
“ EQM Material Adverse Effect ” means, a material adverse effect on or material adverse change in (a) the assets, liabilities, financial condition or results of operations of EQM or its Subsidiaries, taken as a whole or (b) the ability of EQM Gathering or EQM to perform their respective obligations under this Agreement or to consummate the transactions contemplated by this Agreement; provided, however, that none of the following effects, changes, events, facts, conditions or developments (either alone or in combination) shall be taken into account for purposes of determining whether an EQM Material Adverse Effect has occurred:  (i) conditions affecting the natural gas gathering and transportation industry generally (including any change in the prices of natural gas or other hydrocarbon products, industry margins or any regulatory changes or changes in Applicable Law), (ii) any adverse change, event or effect affecting the United States or global economic or political conditions (including any affect or change as a result of any engagement in hostilities or the occurrence of any military or terrorist attack) or financial markets in general, (iii) any change or effect relating to seasonal reductions in revenues or earnings of EQM in the ordinary course of its businesses, or (iv) any change or effect resulting from the entry into or announcement of this Agreement, the IDR Purchase and Sale Agreement, or the MLP Merger Agreement, actions contemplated hereby or thereby, or the consummation of transactions contemplated hereby or thereby; except in the case of clauses (i) and (ii), to the extent disproportionately affecting EQM as compared with other similarly situated parties in the natural gas gathering and transportation industry.
 
“ EQM Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of EQM, dated as of July 2, 2012, as amended by Amendment No. 1, dated as of July 24, 2014, Amendment No. 2, dated as of July 23, 2015, and Amendment No. 3, dated as of December 7, 2017, and as may be amended further from time to time.
 
“ EQM Period ” has the meaning set forth in Section 5.8(c) .
 
“ EQM Parties ” means EQM and EQM Gathering.
 
“ EQM Protected Parties ” has the meaning set forth in Section 8.1(a) .
 
“ EQM SEC Documents ” has the meaning set forth in Section 3.5 .
 
“ EQT Corporation ” has the meaning set forth in the preamble.
 
“ EQT Parties ” means EQT Corporation and Rice Midstream.
 
“ EQT Protected Parties ” has the meaning set forth in Section 8.1(b) .
 
“ Estimated Final Adjustment ” has the meaning set forth in Section 2.7(b) .
 
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.
 
“ Expense Reimbursement ” has the meaning set forth in Section 7.3(a) .
 
5 

 
“ Financial Statements ” has the meaning set forth in Section 4.4(a) .
 
“ Financing ” means one or more debt (including draws of available borrowings under credit facilities) or equity financings effected by EQM or its Subsidiaries on and after April 25, 2018.
 
“ Final Adjustment ” has the meaning set forth in Section 2.7(d) .
 
“ GAAP ” means United States generally accepted accounting principles and practices as in effect on the date hereof.
 
“ Governmental Authority ” means any United States or non-United States federal, national, supranational, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury).
 
“ Gulfport Midstream ” means Gulfport Midstream Holdings, LLC, a Delaware limited liability company, or its successor under the Strike Force Midstream LLC Agreement.
 
“ Hazardous Substance ” means (a) any substance that is designated, defined or classified as a hazardous waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Laws, including, without limitation, any hazardous substance as such term is defined under CERCLA, (b) petroleum, petroleum products, natural gas, crude oil, gasoline, fuel oil, motor oil, waste oil, diesel fuel, jet fuel and other petroleum hydrocarbons, whether refined or unrefined, and (c) radioactive materials, asbestos, whether in a friable or a non-friable condition, and polychlorinated biphenyls.
 
“ IDR Purchase and Sale Agreement ” means that certain Incentive Distribution Rights Purchase and Sale Agreement, dated as of the date hereof, between EQT GP Holdings, LP, a Delaware limited partnership, Rice Midstream GP Holdings LP, a Delaware limited partnership, and EQT Corporation.
 
“ Indebtedness ” means, without duplication, (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, (b) amounts owing as deferred purchase price for property or services, (c) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, (d) obligations under any interest rate, currency or other hedging agreement, (e) obligations under any performance bond or letter of credit, but only to the extent drawn or called prior to the applicable Closing Date, (f) all capitalized lease obligations as determined under GAAP prior to the Closing Date, (g) guarantees with respect to any indebtedness of any other Person of a type described in clauses (a) through (f) above, and (h) for clauses (a) through (g) above, all accrued but unpaid interest thereon, if any, and any termination fees, prepayment penalties, “breakage” cost or similar payments associated with the repayments of such Indebtedness prior to the applicable Closing Date.
 
“ Indemnified Party ” has the meaning set forth in Section 8.2(a) .
 
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“ Indemnifying Party ” has the meaning set forth in Section 8.2(a) .
 
“ Intellectual Property ” means all intellectual or industrial property and rights therein, however denominated, throughout the world, whether or not registered, including all patent applications, patents, trademarks, service marks, trade styles or dress, mask works, copyrights (including copyrights in computer programs, software, computer code, documentation, drawings, specifications and data), works of authorship, moral rights of authorship, rights in designs, trade secrets, technology, inventions, invention disclosures, discoveries, improvements, know-how, proprietary rights, formulae, processes, methods, technical and business information, and confidential and proprietary information, and all other intellectual and industrial property rights, whether or not subject to statutory registration or protection and, with respect to each of the foregoing, all registrations and applications for registration, renewals, extensions, continuations, reexaminations, reissues, divisionals, improvements, modifications, derivative works, goodwill, and common law rights, and causes of action relating to any of the foregoing.
 
“ Intellectual Property Assets ” has the meaning set forth in Section 4.12 .
 
“ Knowledge ” means, in the case of EQM and EQM Gathering, the actual knowledge of Jeremiah J. Ashcroft III and Diana M. Charletta, and, in the case of the EQT Parties, the actual knowledge of Jeremiah J. Ashcroft III and Diana M. Charletta, in each case after due inquiry.  For purposes of the foregoing definition, “due inquiry” shall mean (a) a reasonable investigation of documents in the files of such party, (b) reasonable inquiry of those officers of, or Persons performing similar functions for, such party who have responsibility for the matter as to which a particular representation or warranty relates and (c) a review with the principal accounting, tax and legal advisors of such party with respect to all relevant matters covered by the representations and warranties of such party.
 
“ Lien ” means any charge, claim, limitation, condition, equitable interest, mortgage, lien, option, pledge, security interest, easement, encroachment, right of first refusal, adverse claim or restriction of any kind, including any restriction on or transfer or other assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership.
 
“ Material Contract ” has the meaning set forth in Section 4.15(a) .
 
“ Material Permits ” has the meaning set forth in Section 4.7(a) .
 
“ MLP Merger Agreement ” means that certain Agreement and Plan of Merger, dated as of the date hereof, among EQM, EQM GP, EQM Acquisition Sub LLC, a Delaware limited liability company, EQM GP Acquisition Sub, LLC, a Delaware limited liability company, RMP, RMP GP and, for the limited purposes set forth therein, EQT Corporation.
 
“ Notice ” has the meaning set forth in Section 9.5 .
 
“ Percentage Interest ” has the meaning assigned to such term in the EQM Partnership Agreement.
 
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“ Permits ” means licenses, permits, agreements, and authorizations issued or granted or waived by Governmental Authorities that are necessary for the conduct of a party’s business as of the date hereof and on the applicable Closing Date.
 
“ Permitted Liens ” means all: (a) mechanics’, materialmen’s, repairmen’s, employees’, contractors’, operators’, carriers’, workmen’s or other like Liens or charges arising by operation of law, in the ordinary course of business or incident to the construction or improvement of any of the Transferred Assets, in each case, for amounts not yet delinquent (including any amounts being withheld as provided by law) and for which an appropriate reserve (if any) has been established in accordance with GAAP; (b) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business provided that such lien will not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets or the EQT Parties’ ability to perform their obligations hereunder, provided that the payment obligation relating to each such lien is not overdue by more than 60 days, unless the validity of, or the payment obligation relating to, such lien is being contested in good faith; (c) immaterial defects and irregularities in title, encumbrances, exceptions and other matters that, singularly or in the aggregate, will not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets or the EQT Parties’ ability to perform their obligations hereunder; (d) Liens for Taxes that are not due and payable that will not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets; (e) pipeline, utility and similar easements and other rights in respect of surface operations, provided that such easements and other rights will not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets or the EQT Parties’ ability to perform their obligations hereunder; (f) Liens supporting surety bonds, performance bonds and similar obligations issued in connection with Rice West Virginia’s, Rice Olympus’s and Strike Force Midstream’s businesses, provided that such liens will not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets or the EQT Parties’ ability to perform their obligations hereunder and for which an appropriate reserve (if any) has been established in accordance with GAAP; (g) all rights to consent, by required notices to, filings with, or other actions by Governmental Authorities, which are customarily obtained subsequent to the sale or conveyance, as disclosed on Seller Disclosure Schedule 4.3 or, if not disclosed on Seller Disclosure Schedule 4.3 , which if not obtained would not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets or the EQT Parties’ ability to perform their obligations hereunder; and (h) all rights to consent by third parties in connection with the sale or conveyance of easements, rights of way, licenses, facilities or interests therein if they are customarily obtained subsequent to the sale or conveyance, as disclosed on Seller Disclosure Schedule 4.3 or, if not disclosed on Seller Disclosure Schedule 4.3 , which if not obtained would not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets or the EQT Parties’ ability to perform their obligations hereunder.
 
“ Person ” means an individual, corporation, partnership, limited partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.
 
“ Real Property Agreements ” has the meaning set forth in Section 4.10(a) .
 
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“ Real Property Assets ” has the meaning set forth in Section 4.10(a) .
 
“ Release ” has the meaning set forth in 42 U.S.C. § 9601(22).
 
“ Representatives ” means, with respect to any Person, officers, directors, managers, members, general partners, principals, employees, advisors, auditors, agents, bankers and other representatives of such Person.
 
“ Rice Midstream ” has the meaning set forth in the preamble.
 
“ Rice Midstream Period ” has the meaning set forth in Section 5.8(c) .
 
“ Rice Olympus ” has the meaning set forth in the recitals.
 
“ Rice Olympus Assets ” means the following:
 
(a)                                  All gathering lines, pipelines, compressors, equipment, machinery, fixtures and other tangible personal property and improvements used or held for use primarily in connection with the ownership or operation of the gas gathering systems generally depicted on Exhibit A-1 (the “ Rice Olympus Systems ”);
 
(b)                                  All Contracts, or portions of Contracts, as applicable, by which the Rice Olympus Systems are bound or subject, including gas gathering agreements, including those Contracts described in Exhibit A-3 (the “ Rice Olympus Contracts ”);
 
(c)                                   All of the easements, licenses, servitudes, rights-of-way, surface leases, fee interests, rights of access, all air rights (if any), development rights, rights in, under and adjoining any adjacent highways, and streets and other rights appurtenant to, and used or held for use primarily in connection with, the Rice Olympus Systems, and any options or similar rights to acquire any of the foregoing, including, without limitation, those easements and fee interests described on Exhibit A-2 (all of the easements and rights of way described in Exhibit A-2 being referred to as the “ Rice Olympus Easements ”);
 
(d)                                  All Permits that pertain primarily to the construction, ownership or operation of the Rice Olympus Systems;
 
(e)                                   All intangible assets, including Intellectual Property, goodwill associated therewith, trade names, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions relating to the Rice Olympus Systems;
 
(f)                                    All contractor retainages, claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment (excluding any such item relating to the payment of Taxes), in each case to the extent the same relate to the Rice Olympus Systems; and
 
(g)                                   All gathering files, compression files, land files and surveys, Rice Olympus Contract files and all other books, records, data, files, maps and accounting records to the extent
 
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relating primarily to the Rice Olympus Systems, excluding however, (A) computer software; (B) all legal records and legal files of EQT Corporation or its Subsidiaries (other than (x) title opinions relating to the interests described in subsection (c) above, (y) Rice Olympus Contracts and (z) legal records and legal files of EQM or its Subsidiaries) and all other work product of and attorney-client communications with any of EQT Corporation’s or any of its Subsidiaries’ legal counsel (other than EQM’s or any of EQM’s Subsidiaries’ legal counsel); and (C) contracts and agreements of no further force and effect as of the ROWV Effective Date.
 
“ Rice Olympus Contribution ” has the meaning set forth in Section 2.1 .
 
“ Rice Olympus Interest ” has the meaning set forth in the recitals.
 
“ Rice Omnibus Agreement ” means that certain Amended and Restated Omnibus Agreement, entered into on, and effective as of, November 13, 2017, among EQT Corporation, EQT RE, LLC, a Delaware limited liability company, Rice Midstream, RMP, RMP GP and Rice Poseidon Midstream LLC, a Delaware limited liability company.
 
“ Rice West Virginia ” has the meaning set forth in the recitals.
 
“ Rice West Virginia Assets ” means the following:
 
(a)                                  All of the easements, licenses, servitudes, rights-of-way, surface leases, fee interests, rights of access, all air rights (if any), development rights, rights in, under and adjoining any adjacent highways, and streets and other rights appurtenant to, and used or held for use by Rice West Virginia, and any options or similar rights to acquire any of the foregoing, including, without limitation, those easements and fee interests described on Exhibit B-1 (all of the easements and rights of way described in Exhibit B-1 being referred to as the “ Rice West Virginia Easements ”); and
 
(b)                                  All land files and other books, records, data, files, maps and accounting records to the extent relating primarily to the Rice West Virginia Easements, excluding however, (A) computer software; (B) all legal records and legal files of EQT Corporation or its Subsidiaries (other than (x) title opinions relating to the Rice West Virginia Easements and (y) legal records and legal files of EQM or its Subsidiaries) and all other work product of and attorney-client communications with any of EQT Corporation’s or any of its Subsidiaries’ legal counsel (other than EQM’s or any of EQM’s Subsidiaries’ legal counsel); and (C) contracts and agreements of no further force and effect as of the ROWV Effective Date.
 
“ Rice West Virginia Contribution ” has the meaning set forth in Section 2.1 .
 
“ Rice West Virginia Interest ” has the meaning set forth in the recitals.
 
“ RMP ” means Rice Midstream Partners LP, a Delaware limited partnership.
 
“ RMP GP ” means Rice Midstream Management LLC, a Delaware limited liability company and the general partner of RMP.
 
“ ROWV Cash Amount ” means an amount equal to $700,000,000.
 
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“ ROWV Common Unit Quantity ” means 5,889,282 Common Units.
 
“ ROWV Consideration ” means an amount equal to $1,050,000,000.
 
“ ROWV Contribution ” means jointly the Rice Olympus Contribution and the Rice West Virginia Contribution.
 
“ ROWV Effective Date ” means May 1, 2018.
 
“ Secondment Agreement ” means that certain Secondment Agreement, dated as of December 7, 2017, by and among EQT Corporation, EQT Gathering, LLC, Equitrans, L.P., EQM and EQM GP.
 
“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.
 
“ Seller Disclosure Schedules ” has the meaning set forth in Article IV .
 
“ Seller Material Adverse Effect ” means a material adverse effect on or material adverse change in (a) the Businesses of the Subject Companies, taken as a whole, or (b) the ability of the EQT Parties to perform their obligations under this Agreement or to consummate the transactions contemplated by this Agreement; provided, however, that none of the following effects, changes, events, facts, conditions or developments (either alone or in combination) shall be taken into account for purposes of determining whether a Seller Material Adverse Effect has occurred:  (i) conditions affecting the natural gas gathering and transportation industry generally (including any change in the prices of natural gas or other hydrocarbon products, industry margins or any regulatory changes or changes in Applicable Law), (ii) any adverse change, event or effect affecting the United States or global economic or political conditions (including any affect or change as a result of any engagement in hostilities or the occurrence of any military or terrorist attack) or financial markets in general, (iii) any change or effect relating to seasonal reductions in revenues or earnings of the Transferred Assets in the ordinary course of business, or (iv) any change or effect resulting from the entry into or announcement of this Agreement, the IDR Purchase and Sale Agreement, or the MLP Merger Agreement, actions contemplated hereby or thereby, or the consummation of transactions contemplated hereby or thereby; except in the case of clauses (i) and (ii), to the extent disproportionately affecting the Transferred Assets or the Businesses of the Subject Companies as compared with other similarly situated assets in the natural gas gathering and transportation industry.
 
“ SFH Cash Amount ” means an amount equal to $450,000,000.
 
“ SFH Effective Date ” means May 1, 2018.
 
“ Spin-Off Transaction ” means a transaction intended to qualify as tax free under Section 355 of the Code, the result of which is that EQT Corporation and EQM are no longer Affiliates.
 
“ Straddle Period ” has the meaning set forth in Section 5.8(c) .
 
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“ Strike Force Assets ” means the following:
 
(a)                                  All gathering lines, distribution lines, pipelines, compressors, equipment, machinery, fixtures and other tangible personal property and improvements used or held for use primarily in connection with the ownership or operation of the gas gathering systems or water distribution systems generally depicted on Exhibit C-1 or in connection with water collection, treatment, and transportation services in Monroe County and/or Belmont County, Ohio (the “ Strike Force Systems ”);
 
(b)                                  All Contracts, or portions of Contracts, as applicable, by which the Strike Force Systems are bound or subject, including gathering agreements, exchange agreements, and transportation agreements, including those Contracts described in Exhibit C-3 (the “ Strike Force Contracts ”);
 
(c)                                   All of the easements, licenses, servitudes, rights-of-way, surface leases, fee interests, rights of access, all air rights (if any), development rights, rights in, under and adjoining any adjacent highways, and streets and other rights appurtenant to, and used or held for use primarily in connection with, the Strike Force Systems, and any options or similar rights to acquire any of the foregoing, including, without limitation, those easements and fee interests described on Exhibit C-2 (all of the easements and rights of way described in Exhibit C-2 being referred to as the “ Strike Force Easements ”);
 
(d)                                  All Permits that pertain primarily to the construction, ownership or operation of the Strike Force Systems;
 
(e)                                   All intangible assets, including Intellectual Property, goodwill associated therewith, trade names, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions relating to the Strike Force Systems;
 
(f)                                    All contractor retainages, claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment (excluding any such item relating to the payment of Taxes), in each case to the extent the same relate to the Strike Force Systems;
 
(g)                                   All gathering, transportation and water services files, compression files, land files and surveys, Strike Force Contract files and all other books, records, data, files, maps and accounting records to the extent relating primarily to the Strike Force Systems, excluding however, (A) computer software; (B) all legal records and legal files of EQT Corporation or its Subsidiaries (other than (x) title opinions relating to the interests described in subsection (c) above, (y) Strike Force Contracts and (z) legal records and legal files of EQM or its Subsidiaries) and all other work product of and attorney-client communications with any of EQT Corporation’s or any of its Subsidiaries’ legal counsel (other than EQM’s or any of EQM’s Subsidiaries’ legal counsel); and (C) contracts and agreements of no further force and effect as of the SFH Effective Date; and
 
(h)                                  All right, title and interest in and to the Strike Force Midstream Interest and the limited liability company interests of Strike Force East and Strike Force South.
 
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“ Strike Force East ” means Strike Force East LLC, a Delaware limited liability company.
 
“ Strike Force Holdings ” has the meaning set forth in the recitals.
 
“ Strike Force Holdings Assets ” means, collectively, the Strike Force Midstream Interest.
 
“ Strike Force Holdings Contribution ” has the meaning set forth in Section 2.1 .
 
“ Strike Force Holdings Interest ” has the meaning set forth in the recitals.
 
“ Strike Force Midstream ” means Strike Force Midstream LLC, a Delaware limited liability company.
 
“ Strike Force Midstream Interest ” has the meaning set forth in Section 4.9(b) .
 
“ Strike Force Midstream LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of Strike Force Midstream LLC, dated as of February 1, 2016, as amended prior to the date hereof.
 
“ Strike Force ROFR ” means the rights set forth in Section 7.2(a) of the Strike Force Midstream LLC Agreement.
 
“ Strike Force South ” means Strike Force South LLC, a Delaware limited liability company.
 
“ Strike Force Tag ” has the meaning set forth in Section 5.10 .
 
“ Subject Company ” or “ Subject Companies ” means, individually or collectively as the context requires, Rice West Virginia, Rice Olympus, Strike Force Holdings, Strike Force Midstream, Strike Force East and/or Strike Force South.
 
“ Subject Company Agreements ” has the meaning set forth in Section 5.10 .
 
“ Subject Interests ” has the meaning set forth in the recitals.
 
“ Subsidiary ” means, with respect to any Person, any other Person controlled by such first Person, directly or indirectly, through one or more intermediaries.
 
“ Tax ” means any and all U.S. federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, capital stock, profits, license, license fee, environmental, customs duty, unclaimed property or escheat payments, alternative fuels, mercantile, lease, service, withholding, payroll, employment, unemployment, social security, disability, excise, severance, registration, stamp, occupation, premium, property (real or personal), windfall profits, fuel, value added, alternative or add on minimum, estimated or other similar taxes, duties, levies, customs, tariffs, imposts or assessments (including public utility commission property tax assessments) imposed by any Governmental Authority, together with
 
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any interest, penalties or additions thereto payable to any Governmental Authority in respect thereof.
 
“ Tax Proceeding ” has the meaning set forth in Section 4.13 .
 
“ Tax Return ” means any return, declaration, report, statement, election, claim for refund or other written document, together with all attachments, amendments and supplements thereto, filed with or provided to, or required to be filed with or provided to, a Governmental Authority in respect of Taxes.
 
“ Title Representation Breach ” has the meaning set forth in Section 8.2(a) .
 
“ Transaction ” or “ Transactions ” means, either individually or collectively, as the context requires, the ROWV Contribution and/or the Strike Force Holdings Contribution.
 
“ Transfer Taxes ” has the meaning set forth in Section 5.8(b) .
 
“ Transferred Assets ” means, collectively, the Rice West Virginia Assets, the Rice Olympus Assets, the Strike Force Assets and the Strike Force Holdings Assets.
 
“ Transferred Asset Insurance Policies ” has the meaning set forth in Section 4.16 .
 
“ Unaffiliated Unitholders ” means the holders of Common Units, other than EQT Corporation, EQM GP, RMP GP and their Affiliates.
 
“ United States ” means the United States of America.
 
“ WC Dispute Range ” has the meaning set forth in Section 2.7(c) .
 
“ Working Capital Adjustment ” means, with respect to any Transaction, an adjustment to the Cash Amount for such Transaction calculated as follows: (a) if the net working capital for the Subject Company related to such Transaction at the Effective Date is positive, an upward adjustment to the Cash Amount equal to such positive amount; or (b) if the net working capital for the Subject Company related to such Transaction at the Effective Date is negative, a downward adjustment to the Cash Amount equal to such negative amount. For purposes of the Working Capital Adjustment, net working capital shall be determined in accordance with GAAP. For purposes of the Working Capital Adjustment for Strike Force Holdings, the net working capital amount for Strike Force Holdings shall equal the sum of (i) 100% of the net working capital of Strike Force Holdings (excluding its Subsidiaries) and (ii) 75% of the net working capital of Strike Force Midstream and its Subsidiaries on a combined basis. Notwithstanding the foregoing, Tax matters, including the payment of Taxes, allocation of Taxes and indemnification for Taxes shall be governed by Section 5.8 and shall not be considered in determining the amount of net working capital.
 
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ARTICLE II
CONTRIBUTION AND SALE
 
Section 2.1                                     Contribution and Sale .  Upon the terms and subject to the conditions set forth in this Agreement, on the applicable Closing Date, and effective as of the applicable Effective Date: (a) Rice Midstream shall contribute, transfer, assign and convey all of Rice Midstream’s right, title and interest in and to the Rice West Virginia Interest to EQM Gathering, free and clear of all Liens other than restrictions on transfer under the limited liability company agreement of Rice West Virginia, the DLLCA or applicable federal or state securities laws, and EQM Gathering shall acquire the Rice West Virginia Interest from Rice Midstream (the “ Rice West Virginia Contribution ”); (b) Rice Midstream shall contribute, transfer, assign and convey all of Rice Midstream’s right, title and interest in and to the Rice Olympus Interest to EQM Gathering, free and clear of all Liens other than restrictions on transfer under the limited liability company agreement of Rice Olympus, the DLLCA or applicable federal or state securities laws, and EQM Gathering shall acquire the Rice Olympus Interest from Rice Midstream (the “ Rice Olympus Contribution ”); and (c) Rice Midstream shall contribute, transfer, assign and convey all of Rice Midstream’s right, title and interest in and to the Strike Force Holdings Interest to EQM Gathering, free and clear of all Liens other than restrictions on transfer under the limited liability company agreement of Strike Force Holdings, the DLLCA or applicable federal or state securities laws, and EQM Gathering shall acquire the Strike Force Holdings Interest from Rice Midstream (the “ Strike Force Holdings Contribution ”); provided, that, following the consummation of the transactions contemplated by the MLP Merger Agreement, the Strike Force Holdings Contribution shall (unless the EQM Parties have received evidence to their satisfaction that Gulfport Midstream has irrevocably waived in writing the Strike Force ROFR and the Strike Force Tag with respect to the Strike Force Holdings Contribution, if applicable) be made to RMP or one or more Subsidiaries thereof designated by EQM.
 
Section 2.2                                     Assumed Liabilities .  Upon the applicable Closing for each Contribution, EQM Gathering hereby assumes and agrees to duly and timely pay, perform and discharge all liabilities arising out of or relating to the time period after the applicable Effective Date with respect to the ownership of the applicable Subject Interests.
 
Section 2.3                                     Closing .
 
(a)                                  The closing of each Transaction (with respect to a given Transaction, the “ Closing ”) shall take place at the principal offices of EQM (i) within two (2) Business Days following the satisfaction or, to the extent permitted by Applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VI with respect to such Transaction (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date of such Transaction, but subject to the satisfaction of such conditions) or (ii) at such other place or on such other date as the parties may mutually agree in writing. The date on which the Closing takes place with respect to a particular Transaction is referred to as the “ Closing Date .” For the avoidance of doubt, there may be a different Closing and Closing Date for the ROWV Contribution and the Strike Force Holdings Contribution.
 
(b)                                  Each Transaction and the Closing of such Transaction shall be deemed effective for all purposes as of 12:01 a.m. on the applicable Effective Date for such Transaction. Rice
 
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Midstream shall be entitled to all of the rights of ownership of the Subject Interests prior to the applicable Effective Date, and EQM Gathering shall be entitled to all of the rights of ownership of the Subject Interests on and following the applicable Effective Date.
 
Section 2.4                                     Subsequent Actions .  If, at any time after the applicable Closing Date, EQM Gathering shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in EQM Gathering its right, title or interest in, to or under any Subject Interest (and its admission as a member of the applicable Subject Company), or otherwise to carry out this Agreement, Rice Midstream shall execute and deliver all such deeds, bills of sale, assignments and assurances and shall take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in and to such Subject Interest in EQM Gathering (and its admission as a member of the applicable Subject Company) or otherwise to carry out this Agreement. Rice Midstream shall coordinate and cooperate with EQM Gathering and the other parties hereto in exchanging information and supplying such reasonable assistance as may be reasonably requested in connection with the matters contemplated by this Section 2.4 .
 
Section 2.5                                     Consideration .  The aggregate consideration to be paid by EQM in respect of the Transactions shall be the Consideration.  EQM shall distribute or issue the Consideration as follows:
 
(a)                                  At the Closing of the ROWV Contribution, (i) a wire transfer in immediately available funds to Rice Midstream or its designee(s) of an amount equal to the ROWV Cash Amount adjusted for the Closing Adjustment, and (ii) the issuance to Rice Midstream of a number of Common Units equal to the sum of the ROWV Common Unit Quantity; and
 
(b)                                  At the Closing of the Strike Force Holdings Contribution, a wire transfer in immediately available funds to Rice Midstream or its designee(s) of an amount equal to the SFH Cash Amount adjusted for the Closing Adjustment.
 
Section 2.6                                     Cash Amount Adjustments .
 
(a)                                  Each applicable Cash Amount shall be increased by the following amounts (without duplication): (i) the Closing Working Capital Adjustment, if positive; (ii) all capital contributions made by an EQT Party or their Affiliates to the applicable Subject Company attributable to the period on or after the applicable Effective Date (excluding any subsequent contribution of such funds that is made by a Subject Company to another Subject Company); and (iii) others as agreed in writing by EQT Corporation and EQM.
 
(b)                                  Each applicable Cash Amount shall be decreased by the following amounts (without duplication): (i) the Closing Working Capital Adjustment, if negative; (ii) all distributions received by an EQT Party from the applicable Subject Company attributable to the period on or after the applicable Effective Date and (iii) others as agreed in writing by EQT Corporation and EQM.
 
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Section 2.7                                     Adjustment Procedures .
 
(a)                                  At least seven Business Days prior to the applicable Closing, EQT Corporation shall prepare and deliver to EQM a statement setting forth its calculation of the adjustments pursuant to Section 2.6 , including the estimated Working Capital Adjustment for the applicable Subject Company as of the applicable Effective Date, together with reasonably sufficient detail to support such calculation, and EQM and EQT Corporation shall work in good faith to agree on the amount of such calculation, including the estimated Working Capital Adjustment (the “ Closing Working Capital Adjustment ”), by the applicable Closing, and the amount as so agreed shall be referred to as the “ Closing Adjustment ;” provided , that if EQM and EQT Corporation are unable to agree on such calculation, then EQT Corporation’s original calculation thereof shall be the Closing Adjustment.
 
(b)                                  EQM shall notify EQT Corporation in writing no later than one Business Day prior to the Closing (the “ Dispute Deadline ”) of any disagreements or disputes with respect to the Closing Adjustment (a “ Dispute ”).  If EQM does not give written notice to EQT Corporation of a Dispute (a “ Dispute Notice ”) on or prior to the Dispute Deadline, the Closing Adjustment for such Subject Company shall be deemed accepted and agreed to by EQM and shall be final and binding upon the parties hereto with no further adjustments thereto.  If EQM has a Dispute, EQM shall deliver to EQT Corporation a Dispute Notice prior to the Dispute Deadline, setting forth, in reasonable detail, the elements and amounts with which it disagrees and the reasons therefor.  During the 15-day period following the delivery of the Dispute Notice, EQM and EQT Corporation shall use commercially reasonable efforts to resolve the Dispute and agree in writing upon the adjusted Closing Adjustment for such Subject Company (the “ Estimated Final Adjustment ”).  If EQM and EQT Corporation agree as to the Estimated Final Adjustment for such Subject Company within such 15-day period, such Estimated Final Adjustment for such Subject Company as so agreed shall be final and binding upon the parties hereto.
 
(c)                                   If EQM and EQT Corporation are unable to resolve any Dispute within the 15-day period after EQM’s delivery of a Dispute Notice, EQM and EQT Corporation shall jointly engage the Pittsburgh, Pennsylvania office of PricewaterhouseCoopers LLP or another nationally recognized accounting firm (the “ Arbitrating Accountant ”) as arbitrator to promptly resolve any Disputes.  In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator.  The Arbitrating Accountant’s sole function shall be to resolve the Dispute as specifically set forth in reasonable detail in the Dispute Notice with respect to the determination of the Estimated Final Adjustment for such Subject Company consistent with the calculation of the Closing Adjustment for such Subject Company.  The Arbitrating Accountant shall allow EQM and EQT Corporation to present their respective positions regarding the Dispute.  The Arbitrating Accountant may, at its discretion, conduct a conference concerning the Dispute, at which conference each of EQM and EQT Corporation shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants.  In connection with such process, there shall be no other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedings.  The Arbitrating Accountant shall thereafter promptly render its determination on the Dispute in writing and finalize the Estimated Final Adjustment for such Subject Company; provided , that such written determination shall provide for the Estimated Final Adjustment to be no less than the amount proposed by EQM and no higher than the amount proposed by EQT Corporation (the “ WC Dispute Range ”).  Such written determination shall be final and binding upon the parties hereto,
 
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and judgment may be entered on the award.  The fees and expenses of the Arbitrating Accountant shall be allocated between EQM and EQT Corporation so that EQM’s share of such fees and expenses shall be equal to the product of (i) and (ii), where (i) is the aggregate amount of such fees and expenses, and where (ii) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by EQM (as determined by the Arbitrating Accountant), and the denominator of which is the total value in dispute, and EQT Corporation’s share of such fees and expenses shall be the remainder.
 
(d)                                  The Estimated Final Adjustment for such Subject Company that is final and binding on the parties hereto as determined in accordance with the terms of Section 2.7(b)  or Section 2.7(c) , as applicable, shall be the “ Final Adjustment ,” with such Final Adjustment not being outside of the WC Dispute Range.  Within ten Business Days after the determination of the Final Adjustment for such Subject Company:
 
(i)                                      if the Final Adjustment for such Subject Company, expressed as a positive or negative number, as applicable, exceeds the Closing Adjustment for such Subject Company, expressed as a positive or negative number, as applicable, then EQM shall pay, by wire transfer of immediately available funds to an account designated in writing by EQT Corporation, the amount of such excess;
 
(ii)                                   if the Closing Adjustment for such Subject Company, expressed as a positive or negative number, as applicable, exceeds the Final Adjustment for such Subject Company, expressed as a positive or negative number, as applicable, then EQT Corporation shall pay, by wire transfer of immediately available funds to an account designated in writing by EQM, the amount of such excess; or
 
(iii)                                if the Final Adjustment for such Subject Company is equal to the Closing Adjustment for such Subject Company, then no adjustment or payment shall be made.
 
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF EQM GATHERING AND EQM
 
All representations and warranties of EQM Gathering and EQM are made subject to the exceptions noted in the schedules delivered by EQM Gathering and EQM to the EQT Parties concurrently herewith and identified by the parties as the “ EQM Disclosure Schedules .”  EQM Gathering and EQM may, at their option, include in the EQM Disclosure Schedules items that are not material or required to be disclosed in order to avoid any misunderstanding, and any such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material or required to be disclosed, to establish any standard of materiality, or to define further the meaning of such terms for purposes of this Agreement.  Any disclosure set forth on any particular schedule with specific reference to the particular section or subsection of this Agreement to which the information set forth in the schedule relates shall be deemed disclosed with respect to other sections or subsections of this Agreement only if it is reasonably apparent from a reading of such disclosure that such disclosure also relates to such other sections or subsections.  EQM Gathering and EQM each hereby represents and warrants as of the Closing to the EQT Parties as follows:
 
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Section 3.1                                     Organization and Existence.
 
(a)                                  EQM is a limited partnership duly organized, validly existing and in good standing under the Applicable Law of the State of Delaware and has full limited partnership power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.
 
(b)                                  EQM Gathering is a limited liability company duly organized, validly existing and in good standing under the Applicable Law of the State of Delaware and has full limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.
 
Section 3.2                                     Authority and Approval .
 
(a)                                  Each of EQM Gathering and EQM has full limited liability company or limited partnership, as applicable, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution, delivery and performance by EQM Gathering and EQM of this Agreement and the consummation by EQM Gathering and EQM of the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company or limited partnership, as applicable, action on the part of EQM Gathering and EQM, as applicable. No other limited liability company or limited partnership, as applicable, proceeding on the part of EQM Gathering or EQM is necessary to authorize its execution, delivery or performance of this Agreement or its consummation of the transactions contemplated hereby.  This Agreement has been duly executed and delivered by EQM Gathering and EQM. This Agreement constitutes the legal, valid and binding obligations of EQM Gathering and EQM, enforceable against EQM Gathering and EQM in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Applicable Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).
 
(b)                                  The Board of Directors, at a meeting thereof duly called and held or by written consent in accordance with the DLLCA, determined that this Agreement and the Transactions are fair to and in the best interests of EQM.
 
(c)                                   The Board of Managers of EQM Gathering, at a meeting thereof duly called and held or by written consent in accordance with the DLLCA, approved this Agreement and the Transactions.
 
Section 3.3                                     Common Units .
 
(a)                                  The issuance by EQM of the Common Units comprising part of the Consideration and the limited partner interests represented thereby: (i) has been duly authorized by EQM pursuant to the EQM Partnership Agreement; (ii) when issued and delivered in accordance with the terms of this Agreement and the EQM Partnership Agreement, will be validly issued, fully paid (to the extent required by the EQM Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA); and (iii) will be free of any and all Liens and restrictions on transfer, other than restrictions on
 
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transfer under the EQM Partnership Agreement, DRULPA, and under other applicable state and federal securities laws.
 
(b)                                  EQM’s currently outstanding Common Units are listed on the New York Stock Exchange, and EQM has not received any notice of delisting.
 
(c)                                   On the Closing Date of each Transaction, the Common Units issued on such Closing Date in respect of such Transaction shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the EQM Partnership Agreement.
 
Section 3.4                                     No Conflict; Required Filings and Consents .
 
(a)                                  Except as otherwise provided in Section 3.4(b) , the execution, delivery and performance by EQM Gathering and EQM of this Agreement or any of the Ancillary Agreements to which either EQM Gathering or EQM is a party, and the consummation of the transactions contemplated hereby and thereby do not and will not:
 
(i)                                      violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of formation or certificate of limited partnership, or limited liability company agreement or limited partnership agreement, as applicable, of EQM Gathering or EQM;
 
(ii)                                   conflict with or violate any provision of any Applicable Law applicable to EQM Gathering or EQM or any property or asset of EQM Gathering or EQM; or
 
(iii)                                except as set forth in EQM Disclosure Schedule 3.4 , conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, agreement, Contract, commitment, license, concession, permit, lease, joint venture or other instrument to which EQM Gathering or EQM is a party or by which either of them is bound or to which either of their property is subject,
 
except in the case of clauses (ii) and (iii) for those items which, individually or in the aggregate, would not reasonably be expected to have an EQM Material Adverse Effect.
 
(b)                                  Neither EQM Gathering nor EQM is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by EQM Gathering or EQM of this Agreement or any of the Ancillary Agreements to which either EQM Gathering or EQM is a party, or the consummation of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, privilege, license or qualification of EQM Gathering or EQM, except for (i) such filings as may be required by any applicable federal or state securities or “blue sky” Applicable Law or (ii) as otherwise indicated in EQM Disclosure Schedule 3.4 .
 
(c)                                   No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover law is, or as of the applicable Closing Date will be, applicable to the transactions contemplated by this Agreement.
 
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Section 3.5                                     Periodic Reports .  EQM’s forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed prior to the date hereof, collectively the “ EQM SEC Documents ”) have been filed with the Commission on a timely basis. The EQM SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent EQM SEC Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (d) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (e) fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of EQM and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Ernst & Young LLP is an independent registered public accounting firm with respect to EQM and its general partner and has not resigned or been dismissed as independent registered public accountants of EQM as a result of or in connection with any disagreement with EQM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.
 
Section 3.6                                     No Registration .  Assuming the accuracy of the representations and warranties of the EQT Parties contained in Section 4.20 , the issuance and sale of the Common Units pursuant to this Agreement is exempt from registration requirements of the Securities Act, and neither EQM nor, to the Knowledge of EQM, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.  Neither EQM nor any of its Subsidiaries have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or will be integrated with the sale of the Common Units in a manner that would require registration under the Securities Act.
 
Section 3.7                                     Litigation .  There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or proceedings pending or, to the Knowledge of EQM Gathering or EQM, threatened that (a) question or involve the validity or enforceability of EQM Gathering’s or EQM’s obligations under this Agreement or (b) seek (or reasonably might be expected to seek) (i) to prevent or delay the consummation by EQM Gathering or EQM of the transactions contemplated by this Agreement or (ii) damages in connection with any such consummation.
 
Section 3.8                                     Brokers .  Except for Evercore Group L.L.C., the fees and expenses of which will be paid by EQM, neither EQM Gathering nor EQM has entered (directly or indirectly) into any agreement with any Person that would obligate EQM Gathering or EQM or any of their Affiliates to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement or the transactions contemplated hereby.
 
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Section 3.9                                     Disclosure .  No representation or warranty of EQM Gathering or EQM set forth in this Agreement or in any document filed publicly with the Commission, and no information contained in the EQM Disclosure Schedules, contains or will contain any untrue statement of a material fact. To the Knowledge of EQM Gathering and EQM, there is no current statement of facts that is not referenced in the representations and warranties of EQM Gathering or EQM set forth in this Agreement, in any document filed publicly with the Commission, or in the EQM Disclosure Schedules, that would constitute or would be reasonably likely to constitute an EQM Material Adverse Effect.
 
Section 3.10                              Investment Intent .  EQM Gathering is receiving the Subject Interests for its own account with the present intention of holding such Subject Interests for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or state securities laws. EQM Gathering has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risk of investments in the Subject Interests. EQM Gathering acknowledges that the Subject Interests will not be registered under the Securities Act or any applicable state securities law, and that the Subject Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.
 
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE EQT PARTIES
 
All representations and warranties of the EQT Parties are made subject to the exceptions noted in the schedules delivered by the EQT Parties to EQM Gathering and EQM concurrently herewith and identified by the parties as the “ Seller Disclosure Schedules .” The EQT Parties may, at their option, include in the Seller Disclosure Schedules items that are not material or required to be disclosed in order to avoid any misunderstanding, and any such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material or required to be disclosed, to establish any standard of materiality, or to define further the meaning of such terms for purposes of this Agreement. Any disclosure set forth on any particular schedule with specific reference to the particular section or subsection of this Agreement to which the information set forth in the schedule relates shall be deemed disclosed with respect to other sections or subsections of this Agreement only if it is reasonably apparent from a reading of such disclosure that such disclosure also relates to such other sections or subsections.  The representations and warranties of the EQT Parties shall expire on the 18-month anniversary of the initial Closing Date and shall no longer be of any force or effect thereafter, provided, however, that (i) the representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authority and Approval), Section 4.3 (No Conflict; Required Filings and Consents), Section 4.9 (Capitalization; Title to Subject Interests) and Section 4.17 (Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 4.13 (Taxes) shall survive until the sixtieth day following the expiration of the applicable statute of limitations with respect to the matters covered thereby, and (iii) the representations and warranties set forth in Section 4.10 (Title to Real Property) and Section 4.11 (Title to Personal Property; Condition of Assets) shall survive until the third anniversary of the applicable Closing Date. The EQT Parties hereby represent and warrant to EQM Gathering and EQM as follows:
 
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Section 4.1                                     Organization .
 
(a)                                  EQT Corporation is a corporation duly organized, validly existing and in good standing under the Applicable Law of the Commonwealth of Pennsylvania and has full corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.
 
(b)                                  Rice Midstream is a limited liability company duly organized, validly existing and in good standing under the Applicable Law of the State of Delaware and has full limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.
 
(c)                                   Each of the Subject Companies is a limited liability company duly organized, validly existing and in good standing under the Applicable Law of the State of Delaware and has full limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.
 
Section 4.2                                     Authority and Approval .
 
(a)                                  Each EQT Party has full corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such EQT Party of this Agreement and the consummation by such EQT Party of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate or limited liability company, as applicable, action on the part of such EQT Party. No other corporate or limited liability company, as applicable, proceeding on the part of such EQT Party is necessary to authorize its execution, delivery or performance of this Agreement or its consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such EQT Party. This Agreement constitutes the legal, valid and binding obligations of such EQT Party, enforceable against such EQT Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Applicable Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).
 
(b)                                  The applicable governing body of each EQT Party, at a meeting thereof duly called and held or by written consent in accordance with Applicable Law, approved this Agreement and the Transactions.
 
Section 4.3                                     No Conflict; Required Filings and Consents .
 
(a)                                  Except as otherwise provided in Section 4.3(b)  or as set forth in Seller Disclosure Schedule 4.3 , the execution, delivery and performance by each EQT Party of this Agreement or any of the Ancillary Agreements to which such EQT Party is a party, and the consummation of the transactions contemplated hereby and thereby do not and will not:
 
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(i)                                      violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the governing documents of any EQT Party or any of the Subject Companies;
 
(ii)                                   conflict with or violate any provision of Applicable Law;
 
(iii)                                conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, notice, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, Contract, commitment, license, concession, permit (including any Material Permit), lease, joint venture or other instrument to which any EQT Party is a party or by which it or any of the Subject Companies are bound; or
 
(iv)                               result in the creation of any Lien on any of the Subject Interests or Transferred Assets under any indenture, mortgage, agreement, Contract, commitment, license, concession, permit, lease, joint venture or other instrument,
 
except in the case of clauses (ii), (iii) and (iv) for those items which, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect.
 
(b)                                  No EQT Party is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such EQT Party of this Agreement or any of the Ancillary Agreements to which such EQT Party is a party or the consummation of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, privilege, license or qualification of such EQT Party, except for (i) as have been waived or obtained or with respect to which the time for asserting such right has expired, (ii) those that individually or in the aggregate would not reasonably be expected to have a Seller Material Adverse Effect, (iii) such filings as may be required by any applicable federal or state securities or “blue sky” Applicable Law or (iv) as otherwise indicated in Seller Disclosure Schedule 4.3 .
 
(c)                                   No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover law is, or as of the applicable Closing Date will be, applicable to the transactions contemplated by this Agreement.
 
Section 4.4                                     Financial Statements; Undisclosed Liabilities .
 
(a)                                  Seller Disclosure Schedule 4.4(a)  sets forth a true and complete copy of the financial statements for the Subject Companies (on a combined basis) as of and for the year ended December 31, 2017 (the “ Financial Statements ”). The Financial Statements present fairly in all material respects the financial position of the Subject Companies (on a combined basis) at December 31, 2017, their parent net equity for the year ended December 31, 2017 and their results of operations and cash flows for the year ended December 31, 2017 in conformity with GAAP, except as otherwise noted therein.
 
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(b)            Except as set forth on Seller Disclosure Schedule 4.4(b)  or in the Financial Statements, there are no liabilities or obligations of any Subject Company of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) current liabilities incurred in the ordinary course of business since December 31, 2017, and (ii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to exceed $250,000.
 
Section 4.5             Internal Control Over Financial Reporting .  The system of internal controls over financial reporting to which each Subject Company is subject is sufficient to provide reasonable assurance (a) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (b) that transactions are executed only in accordance with the authorization of management, and (c) regarding the prevention or timely detection of the unauthorized acquisition, use or disposition of the Transferred Assets.
 
Section 4.6             No Adverse Changes .  Except as set forth on Seller Disclosure Schedule 4.6 , since December 31, 2017:
 
(a)            There has not been a Seller Material Adverse Effect;
 
(b)            The Transferred Assets have been maintained consistent with past practice;
 
(c)            There has not been any material damage, destruction or loss to any material portion of the Transferred Assets, whether or not covered by insurance;
 
(d)            There has been no delay in, or postponement of, the payment of any undisputed liabilities related to the Transferred Assets or the Subject Interests, individually or in the aggregate, in excess of $250,000;
 
(e)            Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has entered into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Transferred Assets or the Subject Interests;
 
(f)             Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has sold, pledged, distributed (or declared a distribution with respect to), declared as a dividend (or declared a dividend with respect to), disposed of or otherwise subjected to any Lien (other than a Permitted Lien) its interest in the Transferred Assets or the Subject Interests;
 
(g)            Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has incurred any Indebtedness or issued any debt securities or assumed, guaranteed or endorsed, or otherwise become responsible for, the obligations of any Person, in each case, that affect the Transferred Assets or the Subject Interests;
 
(h)            Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has (i) amended, waived, or modified in any material respect or consented to the
 
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termination of any Material Contract or amended, waived, modified or consented to the termination of any rights of Rice Midstream or any Subject Company, as applicable, thereunder, or (ii) entered into any Contract relating to the Transferred Assets other than in the ordinary course of business consistent with past practice;
 
(i)             Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has entered into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $250,000 per year in any single case which relates to the Transferred Assets;
 
(j)             Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has other than in the ordinary course of business consistent with past practice, permitted the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the respective Businesses of the Subject Companies, as applicable;
 
(k)            Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has commenced or settled any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of any Subject Company, as applicable, relating to the Transferred Assets and that do not involve payments individually or in the aggregate in excess of $25,000;
 
(l)             Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has with respect to the Businesses of the Subject Companies, accelerated the collection of or discounted any accounts receivable, delayed the payment of accounts payable or deferred expenses, reduced inventories or otherwise increased cash on hand, except, in each case, in the ordinary course of business consistent with past practice;
 
(m)           Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has taken any action, or failed to take any action, that would result in a breach of any covenant made by Rice Olympus, Strike Force Midstream, Strike Force East or Strike Force South, as applicable, in a Rice Olympus Contract or Strike Force Contract, as applicable, or that has or would reasonably be expected to have a Seller Material Adverse Effect; and
 
(n)            No Contract or agreement has been entered to, or commitment has been made to do any of the foregoing.
 
Section 4.7             Licenses; Permits .
 
(a)            As of the date of this Agreement, the Subject Companies, as applicable, have all material Permits relating to the Transferred Assets (the “ Material Permits ”). All Material Permits are in full force and effect and are validly held by the Subject Companies, as applicable.
 
(b)            The consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not cancel, suspend, terminate or otherwise require modification of any Material Permits, other than any modifications to any Material Permits that might be necessary or required in connection with the transfer of such Permits to EQM Gathering, as applicable, and which failure to so modify, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect.
 
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(c)            Each of the Subject Companies, as applicable, has complied in all material respects with all terms and conditions of the Material Permits.
 
(d)            There is no outstanding written notice, nor to the EQT Parties’ Knowledge, any other notice of suspension, revocation, cancellation or termination of any Material Permit.
 
(e)            Except as set forth on Seller Disclosure Schedule 4.7(e) , no proceeding is pending or, to the EQT Parties’ Knowledge, threatened with respect to any alleged failure by any Subject Company, as applicable, to have any Material Permit necessary for the operation of any of the Transferred Assets or to be in compliance therewith.
 
Section 4.8             Litigation; Laws and Regulations .  Except as set forth on Seller Disclosure Schedule 4.8 :
 
(a)            There are no material (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending or, to the EQT Parties’ Knowledge, threatened, against an EQT Party or any Subject Company, as applicable, (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against an EQT Party or any Subject Company, as applicable, or (iii) pending or, to the EQT Parties’ Knowledge, threatened, investigations by any Governmental Authority against an EQT Party or any Subject Company, as applicable, in each case with respect to the Transferred Assets or the Subject Interests.
 
(b)            None of Rice Midstream or any Subject Company, as applicable, is in material violation of or in material default under any material Applicable Law relating to the Transferred Assets or the Subject Interests.
 
Section 4.9             Capitalization; Title to Subject Interests .
 
(a)            Immediately prior to the applicable Closing, Rice Midstream is the sole member of Rice West Virginia, Rice Olympus or Strike Force Holdings, as applicable to such Closing, and owns, beneficially and of record, all of the authorized, issued and outstanding limited liability company interests of such Subject Company, free and clear of all Liens other than restrictions on transfer under the applicable limited liability company agreement of such Subject Company, the DLLCA or applicable federal or state securities laws. The Rice West Virginia Interest represents 100% of the issued and outstanding limited liability company interests in Rice West Virginia. The Rice Olympus Interest represents 100% of the issued and outstanding limited liability company interests in Rice Olympus. The Strike Force Holdings Interest represents 100% of the issued and outstanding limited liability company interests in Strike Force Holdings.
 
(b)            Immediately prior to the Closing of the Strike Force Holdings Contribution, (i) Strike Force Holdings is a member of Strike Force Midstream and owns, beneficially and of record, 75% of the authorized, issued and outstanding limited liability company interests of Strike Force Midstream (the “ Strike Force Midstream Interest ”), free and clear of all Liens other than restrictions on transfer under the Strike Force LLC Agreement, the DLLCA or applicable federal or state securities laws and (ii) Strike Force Midstream is the sole member of each of Strike Force East and Strike Force South and owns, beneficially and of record, all of the authorized, issued and outstanding limited liability company interests of each such Subject
 
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Company, free and clear of all Liens other than restrictions on transfer under the limited liability company agreement of such Subject Company, the DLLCA or applicable federal or state securities laws.
 
(c)            Except as set forth on Seller Disclosure Schedule 4.9 , there are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire any equity interests of or in any Subject Company, (ii) no commitments on the part of any Subject Company to issue limited liability company interests, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of a Subject Company reserved for issuance for any such purpose. None of the Subject Companies has any obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities (including its limited liability company interests).  Except for this Agreement and the limited liability company agreement of the applicable Subject Company, there is no voting trust or agreement, stockholders’ agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of any Subject Company (including its limited liability company interests). None of the Subject Companies owns any equity interests in any other Person other than (x) Strike Force Holding’s interest in Strike Force Midstream and (y) Strike Force Midstream’s interests in Strike Force East and Strike Force South. The Rice West Virginia Interest, the Rice Olympus Interest, the Strike Force Holdings Interest, the Strike Force Midstream Interest and the limited liability company interests in each of Strike Force East and Strike Force South have been duly authorized and are validly issued, fully paid (to the extent required under the limited liability company agreement of the applicable Subject Company) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the DLLCA).
 
Section 4.10           Title to Real Property . Except as set forth on Seller Disclosure Schedule 4.10 :
 
(a)            The Transferred Assets constitute all real property owned by the applicable Subject Company that relates to (i) with respect to Rice Olympus, the gathering and compression system in Belmont and Monroe Counties, Ohio owned by Rice Olympus, (ii) with respect to Rice West Virginia, the rights-of-way in Wetzel and Marshall Counties, West Virginia and (iii) with respect to Strike Force Holdings, the gathering and compression and fresh water hauling systems in Monroe and Belmont Counties, Ohio owned by Strike Force Midstream and its Subsidiaries.
 
(b)            As of the date hereof, each of the Subject Companies has good, valid and indefeasible title to the Transferred Assets owned by it that constitute real property (the “ Real Property Assets ”), free and clear of all Liens (other than Permitted Liens). The EQT Parties have made available to EQM Gathering and EQM true, correct and complete copies of all material agreements relating to the Real Property Assets, including all modifications, amendments, supplements, waivers, side letters thereto, title abstracts, title opinion letters and the like (collectively, the “ Real Property Agreements ”). All Real Property Agreements (i) are valid and enforceable, except as the enforceability thereof may be affected by bankruptcy, insolvency or other similar laws of general applicability affecting the rights of creditors generally or principles of equity and (ii) grant all the material rights purported to be granted thereby, except where the failure of any such Real Property Agreement to be valid and enforceable or to grant the rights
 
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purported to be granted thereby would not reasonably be expected to have a Seller Material Adverse Effect with respect to the Real Property Assets.
 
(c)            No event of default by any Subject Company presently exists under any material Real Property Agreement. No EQT Party or Subject Company has received notice of default under any material Real Property Agreement and, to the EQT Parties’ Knowledge, no event of default exists under any material Real Property Agreement. Each of the Subject Companies has fulfilled and performed all its material obligations with respect to all material Real Property Agreements. No event has occurred that allows, or after notice or lapse of time would allow revocation or termination of any material Real Property Agreement or would result in any impairment of any material rights of a holder under any Easements, rights of way, memorandum of easements, permits, servitudes, licenses or leasehold estates, including, without limitation, leases, subleases and occupancy agreements, any instruments creating an interest in real property, and similar rights related to the Real Property used in connection with the respective businesses of the Subject Companies.
 
(d)            To the EQT Parties’ Knowledge, there is no action pending or threatened for eminent domain or for condemnation of any material Real Property Asset, by any Governmental Authority or other Person.
 
(e)            To the EQT Parties’ Knowledge, no Subject Company has received any written notice that remains outstanding as of the date of this Agreement that the current use and occupancy of any material Real Property Asset is in violation of any of the recorded covenants, conditions, restrictions, reservations, Easements or agreements applicable to such Real Property Asset.
 
(f)             To the EQT Parties’ Knowledge, no Subject Company has received any written notice of, nor has a request or demand been otherwise made for a Subject Company to undertake, material renovations, repairs or construction work required at any portion of the material Real Property Assets that constitute operational assets, and, to the EQT Parties’ Knowledge, there is currently no need to undertake material renovations, repairs or construction work at any portion of the material Real Property Assets that constitute operational assets.  Each of the Subject Companies has all rights necessary to effectuate any such repairs, replacements, alterations or maintenance that may be currently necessary for the operation and use of the pipelines, equipment and compressors located on the Real Property Assets owned by them.
 
(g)            The Real Property Assets include all real property that is necessary for the operation of the Subject Companies’ operational assets in substantially the same manner as currently being conducted, including that real property that relates to (i) with respect to Rice Olympus, the gathering and compression system in Belmont and Monroe Counties, Ohio owned by Rice Olympus, (ii) with respect to Rice West Virginia, the rights-of-way in Wetzel and Marshall Counties, West Virginia and (iii) with respect to Strike Force Holdings, the gathering and compression and fresh water hauling systems in Monroe and Belmont Counties, Ohio owned by Strike Force Midstream and its Subsidiaries.
 
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Section 4.11           Title to Personal Property; Condition of Assets .
 
(a)            Each of the Subject Companies has valid and transferrable title to the Transferred Assets owned by it that constitute personal property, free and clear of all Liens (other than Permitted Liens). The Transferred Assets that constitute personal property include all personal property that is necessary for the operation of the Transferred Assets in substantially the same manner as currently being conducted.
 
(b)            The Transferred Assets that are necessary to operate the respective Businesses of the Subject Companies have been maintained and repaired in the same manner as a prudent operator would maintain and repair such assets and have been used by the Subject Companies in the ordinary course of business and, except as set forth on Seller Disclosure Schedule 4.11(b) , remain as of the date hereof in suitable and adequate condition for such continued use excluding normal wear and tear (such normal wear and tear including subsidence affecting Transferred Assets and surface restoration requirements, in each case occurring in the ordinary course of business) and except as would not reasonably be expected to have a Seller Material Adverse Effect. The Transferred Assets are adequate to conduct the Subject Companies’, as applicable, gas gathering and water services businesses substantially in accordance with past practice, in compliance with any material Applicable Law or requirements of a Governmental Authority.
 
(c)            This Section 4.11 does not relate to real property or interests in real property, such items being the subject of Section 4.10 , or to Intellectual Property, such items being the subject of Section 4.12 .
 
Section 4.12           Intellectual Property .  Each of the Subject Companies owns or has the right to use all Intellectual Property constituting part of the Transferred Assets owned by it (the “ Intellectual Property Assets ”), and the Transferred Assets do not infringe upon, misappropriate or otherwise violate any Intellectual Property of any third party. All Intellectual Property Assets owned by each Subject Company, if any, are free and clear of all Liens (other than Permitted Liens). The Intellectual Property Assets are all those necessary for the operation of the respective businesses of the Subject Companies as they are currently conducted. Neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated hereby will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, a breach or termination of, or cancellation or reduction in, rights of any Subject Company under any contract providing for the license of any Intellectual Property to such Subject Company, except for any such terminations, cancellations or reductions that, individually or in the aggregate, would not have a Seller Material Adverse Effect. There is no Intellectual Property-related action, suit, proceeding, hearing, investigation, notice or complaint pending or threatened by any third party before any court or tribunal (including, without limitation, the United States Patent and Trademark Office or equivalent authority anywhere in the world) relating to any of the Subject Companies or their operations, nor has any claim or demand been made by any third party that alleges any infringement, misappropriation or violation of any Intellectual Property of any third party, or unfair competition or trade practices by any Subject Company. Each of the Subject Companies has taken reasonable measures to protect the confidentiality of all material trade secrets.
 
Section 4.13           Taxes .  Except as set forth on Seller Disclosure Schedule 4.13 , (a) all material Tax Returns required to be filed with respect to the Transferred Assets or the Subject Interests have been filed on a timely basis (taking into account all extensions of due dates); (b)
 
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all material Taxes owed by the Subject Companies or any of their Affiliates with respect to the Transferred Assets or the Subject Interests which are or have become due, have been timely paid in full; (c) all material Taxes required to have been withheld and paid in connection with any employee, independent contractor, creditor or other third party related to the Transferred Assets or Subject Interests have been so withheld and timely paid; (d) there are no Liens on any of the Transferred Assets or the Subject Interests that arose in connection with any failure (or alleged failure) to pay any material Tax on the Transferred Assets or the Subject Interests, other than Liens for Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings for which an adequate reserve has been established therefor; (e) none of the Transferred Assets consist of an equity or other ownership interest in any other Person for Tax purposes; (f) there is no material pending action, proceeding or, to the EQT Parties’ Knowledge, investigation for assessment or collection of material Taxes (“ Tax Proceeding ”) and no material Tax assessment, deficiency or adjustment has been asserted or proposed, in each case, with respect to the Transferred Assets or the Subject Interests; (g) since the date of its acquisition by EQT Corporation or one of its Subsidiaries, each of Rice West Virginia, Rice Olympus and Strike Force Holdings has been disregarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1); (h) since the date of its acquisition by EQT Corporation or one of its Subsidiaries, Strike Force Midstream has been properly treated as a partnership for federal income tax purposes; and (i) Strike Force Midstream has in effect a valid election pursuant to Section 754 of the Code.
 
Section 4.14           Environmental Matters .  Except as disclosed in Seller Disclosure Schedule 4.14 , or as would not reasonably be expected, individually or in the aggregate, to have a Seller Material Adverse Effect:
 
(a)            The ownership and operation of the Transferred Assets are in compliance with applicable Environmental Laws;
 
(b)            The Transferred Assets are not subject to any pending or, to the EQT Parties’ Knowledge, threatened, claim, action, suit, investigation, inquiry or proceeding under any Environmental Laws (including designation of the owner or operator thereof as a potentially responsible party under CERCLA or any similar local or state law);
 
(c)            To the EQT Parties’ Knowledge, none of the Subject Companies has received any written communication that remains unresolved alleging either or both that (i) the ownership and operation of the Transferred Assets may be in violation of any Environmental Law, or any Permit issued pursuant to any Environmental Law (including any Environmental Permit), or (ii) a Subject Company may have any liability under any Environmental Law;
 
(d)            All notices, Permits, permit exemptions, licenses or similar authorizations, if any, required to be obtained or filed by or on behalf of the Subject Companies under any Environmental Laws in connection with their respective current assets, operations and business have been duly obtained or filed and are valid and currently in effect, and the applicable Subject Companies and the Transferred Assets are in compliance with such authorizations; and
 
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(e)            There has been no Release of any Hazardous Substance into the environment (i) at, on, under, within or from the Transferred Assets, or (ii) by a Subject Company, or to the EQT Parties’ Knowledge, by a third party, in connection with the operation or use of the Transferred Assets, except in compliance with applicable Environmental Laws.
 
Section 4.15           Contracts .
 
(a)            Seller Disclosure Schedule 4.15 contains a true and complete listing of the following contracts and other agreements with respect to the ownership and operation of the Transferred Assets (each such contract or agreement being referred to herein as a “ Material Contract ”):
 
(i)            Any water services, exchange agreements or gas gathering or transportation agreement;
 
(ii)           Any agreement (or group of related agreements with the same Person) for the lease of personal property to or from any Person providing for lease payments in excess of $250,000 per annum;
 
(iii)          Any agreement (or group of related agreements with the same Person) for the purchase or sale of raw materials, commodities, supplies, products or other personal property, or for the furnishing or receipt of services, the performance of which is reasonably expected to involve annual consideration in excess of $250,000;
 
(iv)          Any agreement concerning a partnership, joint venture, investment or other arrangement (A) involving a sharing of profits or losses relating to all or any portion of the Transferred Assets, or (B) requiring a Subject Company to invest funds in or make loans to, or purchase any securities of, another Person, venture or other business enterprise relating to the Transferred Assets;
 
(v)           Any agreement (or group of related agreements with the same Person) with respect to the creation, incurrence, assumption, or guaranteeing of any indebtedness for borrowed money, or any capitalized lease obligation;
 
(vi)          Any agreement that prohibits or otherwise materially limits the ability of an owner of the Transferred Assets to compete in any material respect in any line of business or with any Person or in any material geographic area during any period of time after the applicable Closing;
 
(vii)         Any agreement by and among the EQT Parties, the Subject Companies or any of their respective Affiliates (other than EQM and its Subsidiaries) to the extent applicable to the Transferred Assets and which individually involves annual revenues or payments in excess of $250,000;
 
(viii)        Any collective bargaining agreement;
 
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(ix)          Any lease under which any Subject Company is the lessor or lessee of real property that provides for an annual base rental to or from such Subject Company of more than $250,000;
 
(x)           Any easement agreement, right-of-way agreement, license or Permit involving an annual payment of more than $250,000;
 
(xi)          Any agreement that governs the use or development of Intellectual Property Assets (other than off-the-shelf software license agreements);
 
(xii)         Any agreement under which the consequences of a default or termination would reasonably be expected to have a Seller Material Adverse Effect; or
 
(xiii)        Any agreement (or group of related agreements with the same Person) not enumerated in this Section 4.15 , the performance of which by any party thereto involves consideration in excess of $250,000.
 
(b)            The EQT Parties have made available to EQM Gathering and EQM a correct and complete copy of each Material Contract.
 
(c)            (i) Each Material Contract is legal, valid and binding on and enforceable against Rice Midstream or the applicable Subject Company, as applicable, and to the EQT Parties’ Knowledge, against the other parties thereto, and is in full force and effect; (ii) none of Rice Midstream or such Subject Company, as applicable, is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by Rice Midstream or such Subject Company, as applicable, or permit termination, modification or acceleration under any Material Contract; (iii) to the Knowledge of the EQT Parties, no other party to any of the Material Contracts is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by such other party, or permit termination, modification or acceleration under any Material Contract, other than in accordance with its terms, nor has any other party repudiated any provision of any Material Contract; and (iv) following the consummation of the transactions contemplated by this Agreement, each Material Contract will continue to be legal, valid and binding and in full force and effect on identical terms.
 
(d)            Except as set forth on Seller Disclosure Schedule 4.15 , none of Rice Midstream or any Subject Company, as applicable, has given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Material Contract that continues to be unresolved.
 
Section 4.16           Insurance .  Seller Disclosure Schedule 4.16 sets forth a list of the material insurance policies relating to the Transferred Assets that a Subject Company holds or of which it is the beneficiary (the “ Transferred Asset Insurance Policies ”). The Transferred Asset Insurance Policies are in full force and effect, and no Subject Company has received written notice of any pending or threatened termination of such policies, except as set forth in Seller Disclosure Schedule 4.16 . Each of the Transferred Asset Insurance Policies is issued by an insurer that is financially sound and reputable as of the date hereof. The Transferred Asset Insurance Policies,
 
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taken together, provide adequate insurance coverage for all risks normally insured against by a Person carrying on the same business or businesses as the respective businesses of the Subject Companies in the same location. The Transferred Asset Insurance Policies are sufficient for compliance with Applicable Law and all Material Contracts.
 
Section 4.17           Brokers .  No EQT Party has entered (directly or indirectly) into any agreement with any Person that would obligate such EQT Party or any of its Affiliates (other than EQM’s obligations with respect to Evercore Group L.L.C. as referenced in Section 3.8 of this Agreement) to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement or the transactions contemplated hereby.
 
Section 4.18           Disclosure .  No representation or warranty of the EQT Parties set forth in this Agreement, and no information contained in the Seller Disclosure Schedules, contains or will contain any untrue statement of a material fact. To the EQT Parties’ Knowledge, there is no current state of facts that is not referenced in the representations and warranties of the EQT Parties set forth in this Agreement, or in the Seller Disclosure Schedules, that would constitute or would be reasonably likely to constitute a Seller Material Adverse Effect.
 
Section 4.19           Qualifying Income .  Under U.S. federal income tax law, 90% or more of the gross income generated from the Transferred Assets during the one-year period ending at the applicable Effective Date constitutes “qualifying income” within the meaning of Section 7704(d) of the Code.
 
Section 4.20           Investment Intent . Rice Midstream is receiving the Common Units comprising part of the Consideration for its own account with the present intention of holding such Common Units for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or applicable state securities laws. Rice Midstream has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of an investment in such Common Units. Rice Midstream acknowledges that such Common Units will not be registered under the Securities Act or any applicable state securities laws, and that such Common Units may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.
 
ARTICLE V
COVENANTS
 
Section 5.1             Conduct of Business Prior to Closing . Between the date of this Agreement and the applicable Closing Date, unless EQM shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, and except as otherwise contemplated by this Agreement or the Seller Disclosure Schedules, the EQT Parties hereby agree to spend capital in material compliance with the currently effective capital expenditures budget related to the applicable Subject Company and to use commercially reasonable efforts to conduct the respective Businesses of the Subject Companies in the ordinary course of business consistent with past practice in all material respects; and the EQT Parties shall use commercially reasonable efforts to (a) preserve intact all Material Contracts, Rice Olympus Contracts and
 
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Strike Force Contracts, (b) preserve intact the respective Businesses of the Subject Companies and (c) preserve the current relationships of each Subject Company with distributors, customers, suppliers and other Persons with which any such Subject Company has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the applicable Closing Date, except as required by Applicable Law or as set forth on Seller Disclosure Schedule 5.1 , the EQT Parties shall not, and shall not propose to, directly or indirectly, take or authorize any of the following actions in respect of any Subject Company without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed:
 
(a)            enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Transferred Assets, the Subject Companies or the Subject Interests;
 
(b)            dispose of or otherwise subject to any Lien (other than a Permitted Lien) the Transferred Assets, the Subject Companies or the Subject Interests;
 
(c)            incur any Indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that affect the Transferred Assets, the Subject Companies or the Subject Interests;
 
(d)            (i) amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of Rice Midstream or any Subject Company, as applicable, thereunder, except for (x) amendments in the ordinary course of business consistent with past practice and (y) terminations upon the expiration of a Material Contract in accordance with its terms or (ii) enter into any Contract relating to the Transferred Assets, the Subject Companies or the Subject Interests other than in the ordinary course of business consistent with past practice;
 
(e)            enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $250,000 per year in any single case which relates to the Transferred Assets or the Subject Companies;
 
(f)             other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the respective Businesses of the Subject Companies, as applicable;
 
(g)            settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of any Subject Company, as applicable, relating to the Transferred Assets or the Subject Interests and that do not involve payments individually or in the aggregate in excess of $25,000;
 
(h)            with respect to the Businesses of any Subject Companies, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or deferred expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice;
 
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(i)             take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by Rice Olympus, Strike Force Midstream, Strike Force East or Strike Force South, as applicable, in a Rice Olympus Contract or Strike Force Contract, as applicable, or that has or would reasonably be expected to have a Seller Material Adverse Effect; and
 
(j)             announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.
 
Section 5.2             Access to Information .  From the date hereof until the applicable Closing Date, the EQT Parties shall, and shall cause each Subject Company to, afford EQM and its Representatives reasonably complete access, upon reasonable prior notice (including for inspection and copying) and at reasonable times to the Representatives of each Subject Company, as applicable, to the properties, offices, plants and other facilities of such Subject Company and shall furnish EQM and its Representatives with such financial, operating and other data and information relating to such Subject Company as EQM may reasonably request. No Subject Company shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Subject Company, if applicable, or contravene any Applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or if such access or disclosure is specifically restricted under the terms of a confidentiality agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
 
Section 5.3             Notification of Certain Matters; Supplements to Disclosure Schedules .
 
(a)            The EQT Parties shall give prompt written notice to EQM of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would render any representation or warranty of an EQT Party contained in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such event, untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Seller Material Adverse Effect; (iii) any failure of an EQT Party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the obligations of EQM or EQM Gathering hereunder; (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; or (v) any Action pending or, to the EQT Parties’ Knowledge, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements.
 
(b)            EQM and/or EQM Gathering shall give prompt written notice to the EQT Parties of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would render any representation or warranty of EQM or EQM Gathering contained in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such event, untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have an EQM Material Adverse
 
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Effect; (iii) any failure of EQM or EQM Gathering to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the EQT Parties’ obligations hereunder; (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; or (v) any Action pending or, to EQM’s or EQM Gathering’s Knowledge, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements.
 
(c)            Each of the EQT Parties, EQM Gathering and EQM shall supplement, in writing and in the same form as originally prepared, the information set forth in the Seller Disclosure Schedules or the EQM Disclosure Schedules, as applicable, with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedules or that is necessary to correct any information in such Disclosure Schedules or in any representation or warranty of an EQT Party, EQM Gathering or EQM, as applicable, which has been rendered inaccurate thereby promptly following discovery thereof; provided, however, that no party may supplement the information set forth in the Disclosure Schedules pursuant to this Section 5.3(c)  following the date that is five Business Days prior to the applicable Closing Date. Notwithstanding anything to the contrary herein, upon the providing of any supplement permitted to be provided under this Section 5.3(c) , the Seller Disclosure Schedules or the EQM Disclosure Schedules, as applicable, shall be treated as being amended with respect to such supplemented information; provided, however, no such supplement shall have any effect for purposes of determining (i) the satisfaction of the conditions set forth in Article VI , the compliance by the EQT Parties, EQM Gathering or EQM with any covenant set forth herein or for purposes of either party’s right to terminate this Agreement under Article VII or (ii) the entitlement of a party to indemnification under Article VIII .
 
Section 5.4             Confidentiality .  Except as required by Applicable Law, including in connection with a Financing, or as necessary to comply with the restrictions on the transfers of membership interests in Strike Force Midstream set forth in the Strike Force Midstream LLC Agreement, each of the parties shall hold, and shall cause its Representatives to hold, in confidence all documents and information furnished to it by or on behalf of any other party to this Agreement in connection with the transactions contemplated hereby until the applicable Closing Date.
 
Section 5.5             Commercially Reasonable Efforts .
 
(a)            Each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, and to cause their Affiliates to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from EQT Corporation, the Board of Directors, or any other governing entity or organization applicable to a party hereto, any corporate, partnership or limited liability company consents, approvals or authorizations as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) obtain from Governmental Authorities and other
 
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Persons all consents, approvals, authorizations, qualifications and orders and provide to Governmental Authorities and other Persons all notices, as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (iii) promptly make all necessary filings and thereafter make any other required submissions, with respect to this Agreement required under any Applicable Law, and (iv) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the parties hereto shall permit each other reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement, the Transactions or the other transactions contemplated hereby, and shall not settle or compromise any such claim, suit or cause of action without EQT Corporation’s and EQM’s written consent.  Notwithstanding anything herein to the contrary, no party shall be required by this Section 5.5 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any material assets of EQM, EQM Gathering, an EQT Party (except for the Subject Interests pursuant to the Transactions) or any of their respective Affiliates, or (B) limit in any material respect EQM’s freedom of action with respect to, or its ability to consolidate and control, EQM Gathering or any of its assets or businesses or any of EQM’s or its Affiliates’ other assets or businesses.
 
(b)            Without limitation to the provisions of Section 5.5(a) , the EQT Parties, EQM Gathering and EQM shall give promptly such notice to third parties and obtain such third-party consents and estoppel certificates as the other party may in its reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The parties hereto shall cooperate and assist one another in giving such notices and obtaining such consents and estoppel certificates; provided, however, that no party hereto shall have any obligation to give any guarantee or other material consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any material change in the terms of any agreement or arrangement.
 
None of the parties hereto shall, directly or indirectly, enter into any agreement with a Governmental Authority to, or represent to a Governmental Authority that it will, delay or not consummate the transactions contemplated by this Agreement or any Ancillary Agreement, except with the prior written consent of EQM, on the one hand, or EQT Corporation, on the other hand, as the case may be, such consent not to be unreasonably withheld. To the extent permitted by Applicable Law and subject to any confidentiality restrictions of such Governmental Authority, each party hereto shall (x) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to Applicable Law and subject to any confidentiality restrictions of such Governmental Authority, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and (z) furnish the other party with copies of all correspondence and written communications between them and their
 
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Affiliates and their respective representatives on one hand, and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby.  Each party shall promptly notify the other parties in writing of any pending or, to the Knowledge of such party, threatened proceeding or investigation by any Governmental Authority or any other person (i) challenging this Agreement or the consummation of the transactions contemplated hereby or seeking material damages in connection with consummation of the transactions contemplated by this Agreement or any Ancillary Agreement or (ii) seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement.
 
Section 5.6             Public Announcements .  None of EQM, EQM Gathering, the EQT Parties, nor any of their Representatives, will issue any press release or otherwise make any public statements with respect to the transactions contemplated by this Agreement, including the Transactions, without the prior written consent of EQM GP, except (a) as may be required by Applicable Law or any securities exchange on which the securities of a party are listed for trading or (b) in connection with a Financing, and in each such case, the party issuing such release shall provide EQM GP with reasonable advance notice prior to making any such disclosure, and shall consult with the other party regarding the form and content of such required disclosure.
 
Section 5.7             Acknowledgements .  Each of EQM and EQM Gathering, on the one hand, and the EQT Parties, on the other hand, acknowledges that it has relied on the representations and warranties of the other parties hereto expressly and specifically set forth in this Agreement, including, in the case of EQM and EQM Gathering, the Seller Disclosure Schedules as they exist on the date hereof and attached hereto, and, in the case of the EQT Parties, the EQM Disclosure Schedules as they exist on the date hereof and attached hereto. Such representations and warranties constitute the sole and exclusive representations and warranties of the parties hereto in connection with the transactions contemplated hereby, and the parties hereto understand, acknowledge and agree that, other than with respect to fraud or intentional misrepresentation, all other representations and warranties of any kind or nature expressed or implied are specifically disclaimed.
 
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Section 5.8             Tax Matters .
 
(a)            Assistance and Cooperation .  EQM and Rice Midstream agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Transferred Assets or Subject Interests as is reasonably requested by EQM, Rice Midstream or any of their respective Affiliates for the filing of any Tax Returns, for the preparation of any audit, and for the prosecution or defense of any Tax claim. The party requesting assistance hereunder shall reimburse the other for reasonable out-of-pocket expenses incurred in providing such assistance.  Any information obtained under this Section 5.8 shall be held confidential by the receiving party in the same manner as it holds confidential its own similar information, except (i) as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding or (ii) with the consent of EQM or Rice Midstream, as applicable.
 
(b)            Transfer Taxes .  All sales, use, transfer, gains, stamp, duties, recording, and similar Taxes (collectively, “ Transfer Taxes ”) incurred in connection with the Transactions and the transfer of Consideration pursuant thereto shall be borne equally by EQM and Rice Midstream.  EQM and Rice Midstream shall cooperate in causing the filing of all necessary Tax Returns and timely pay all such Transfer Taxes as required by Applicable Law.
 
(c)            Tax Allocation and Indemnification .  Except as provided in Section 5.8(b) , Rice Midstream shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify EQM or its designee for, all Taxes related to the Transferred Assets or Subject Interests attributable to taxable periods ending prior to the Cut-off Date (the “ Rice Midstream Period ”), and EQM shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify Rice Midstream for, all Taxes related to the Transferred Assets or Subject Interests attributable to taxable periods beginning on or after the Cut-off Date (the “ EQM Period ”). In the case of any Taxes related to the Transferred Assets or Subject Interests that are payable for any taxable period that begins before and ends after the Cut-off Date (any “ Straddle Period ”), the portion of such Taxes attributable to the period of time prior to the Cut-off Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the portion of such Straddle Period ending prior to the Cut-off Date and the denominator of which is the number of days in the Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the day prior to the Cut-off Date. Rice Midstream shall be responsible for, and shall indemnify EQM for, all Taxes related to the Transferred Assets or Subject Interests with respect to the portion of any Straddle Period prior to the Cut-off Date. EQM shall be responsible for, and shall indemnify Rice Midstream for, all Taxes related to the Transferred Assets and the Subject Interests with respect to the portion of any Straddle Period on or after the Cut-off Date.
 
(d)            Filing of Tax Returns; Payment of Taxes .  Except as otherwise provided, regardless of which party is responsible for Taxes and without affecting the right of any party to be indemnified for Taxes under this Section 5.8 , Rice Midstream shall handle payment to the
 
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appropriate Governmental Authority of all Taxes with respect to any Rice Midstream Period (and shall file all such Tax Returns), and EQM shall handle payment to the appropriate Governmental Authority of all Taxes with respect to any Straddle Period or EQM Period (and shall file all such Tax Returns). Rice Midstream shall provide EQM with copies of drafts of all Tax Returns for the Rice Midstream Period and EQM shall provide Rice Midstream with copies of drafts of all Tax Returns for the Straddle Periods required to be filed after the Closing Date relating to the Transferred Assets or Subject Interests and any supporting documentation required to be provided to taxing authorities, excluding Tax Returns related to income tax, franchise tax or other similar Taxes, at least 15 days prior to the due date (including extensions) for filing such Tax Return.  Rice Midstream and EQM shall include any reasonable comments on such Tax Returns within at least seven days of receipt of such draft Tax Returns.  Rice Midstream and EQM shall deliver to the other party within 30 days of filing copies of all such Tax Returns and supporting documentation.
 
(e)                                   Cooperation Regarding Allocation of Consideration .  EQM shall prepare a draft allocation of the Consideration among the various classes of the Transferred Assets in accordance with and as provided by Section 1060 of the Code and Treasury Regulation Section 1.755-1, as applicable, and shall provide such draft to Rice Midstream. EQM and Rice Midstream shall then cooperate to prepare a final allocation (the “ Allocation ”). The parties agree that, except as otherwise required by Applicable Law, any Tax Returns or other tax information they may file or cause to be filed with any Governmental Authority shall be prepared and filed consistently with the Allocation.  The parties agree that, to the extent required by Applicable Law, they will each properly prepare and timely file Form 8594 in accordance with Section 1060 of the Code and any statements required by Treasury Regulation Section 1.743-1(k).
 
(f)                                    Tax Treatment .  The parties acknowledge that the Transaction is properly characterized as a transaction described in Sections 721(a) and 731 of the Code, except to the extent the Transaction is properly characterized as a disguised sale described in Section 707(a)(2)(B) of the Code and agree to file all Tax Returns in a manner consistent with such treatment.
 
Section 5.9                                     Rice Omnibus Agreement .  Each of EQM and EQM Gathering acknowledge and agree that, from and after the consummation of the Rice Olympus Contribution pursuant to this Agreement, the Rice Olympus Assets shall remain subject to Article V of the Rice Omnibus Agreement, and each of EQM and EQM Gathering agree to (a) assume the obligations under Article V of the Rice Omnibus Agreement with respect to the Rice Olympus Assets and (b) take or cause to be taken all appropriate actions and do, or cause to be done, all things necessary or appropriate to give effect to this Section 5.9 , including the execution of any additional documents or instruments to the extent reasonably requested by the other parties to the Rice Omnibus Agreement.
 
Section 5.10                              Contractual Obligations .  EQM and EQM Gathering acknowledge that (a) the Subject Companies are parties to various agreements (the “ Subject Company Agreements ”), including, without limitation, the Strike Force Midstream LLC Agreement, and (b) under the Strike Force Midstream LLC Agreement the Transaction involving the Strike Force Holdings Interest may trigger certain third-party tag-along rights (the “ Strike Force Tag ”). Following the Closing, EQM and EQM Gathering shall cause the Subject Companies to timely and fully
 
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perform all obligations under the Subject Company Agreements, including the acquisition by EQM Gathering of the remaining 25% equity interest in Strike Force Midstream if the Strike Force Tag is exercised by the other party to the Strike Force Midstream LLC Agreement in accordance therewith. Prior to the Closing of the Strike Force Holdings Contribution, Rice Midstream and EQM shall cooperate with each other in delivering such notices and taking such other actions as EQT or EQM shall reasonably request in connection with the Strike Force Tag.
 
ARTICLE VI
CONDITIONS TO CLOSING
 
Section 6.1                                     General Conditions . The respective obligations of each party hereto to consummate each of the Transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the applicable Closing, of each of the following conditions, any of which may, to the extent permitted by Applicable Law, be waived in writing by any party hereto in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):
 
(a)                                  No Injunction or Prohibition .  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise prohibits the consummation of such Transaction or the Ancillary Agreement(s) relating to such Transaction.
 
(b)                                  No Litigation .  There shall not be pending any suit, action or proceeding by or before any Governmental Authority challenging or seeking to restrain or prohibit the consummation of such Transaction or the Ancillary Agreement(s) relating to such Transaction or seeking damages in connection therewith.
 
(c)                                   Consents and Approvals .  All authorizations, consents, orders and approvals of all Governmental Authorities or other Persons set forth in EQM Disclosure Schedule 3.4 and Seller Disclosure Schedule 4.3 , as applicable to such Transaction, shall have been received or waived by such Governmental Authority or other Persons and shall be reasonably satisfactory in form and substance to EQT Corporation and EQM, and all notices set forth in EQM Disclosure Schedule 3.4 and Seller Disclosure Schedule 4.3 , as applicable to such Transaction, required to be delivered to such Governmental Authorities or other Persons shall have been delivered and all notice periods with respect thereto shall have expired or been waived by such Governmental Authority or other Persons entitled to such notice.
 
(d)                                  Financing . One or more Financings shall have been consummated and EQM shall have received not less than the lesser of (i) $1,150,000,000 of aggregate net proceeds therefrom or (ii) 100% of the Cash Amount for the applicable Transaction.
 
Section 6.2                                     Conditions to the Obligations of the EQT Parties .  The obligations of the EQT Parties to consummate each of the Transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the applicable Closing, of each of the following conditions (unless a condition is otherwise indicated to apply only to a particular Transaction),
 
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any of which may be waived in writing by EQT Corporation (on behalf of itself and Rice Midstream) in its sole discretion:
 
(a)                                  Representations, Warranties and Covenants .  The representations and warranties of EQM and EQM Gathering contained in this Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby (except for those representations and warranties expressly relating to one or more Subject Interests, and the Transferred Assets relating thereto, to which the applicable Closing does not relate) shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or EQM Material Adverse Effect, which representations and warranties shall be true in all respects) both when made and as of the applicable Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or EQM Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date. EQM and EQM Gathering shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to or at the applicable Closing (except for those covenants expressly relating to one or more Subject Interests, and the Transferred Assets relating thereto, to which the applicable Closing does not relate).  The EQT Parties shall have received from EQM (on behalf of itself and EQM Gathering) a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer of EQM GP.
 
(b)                                  Ancillary Agreements .  The EQT Parties shall have received an executed counterpart of each of the Ancillary Agreements relating to such Transaction, signed by each party thereto other than the EQT Parties and their Subsidiaries.
 
(c)                                   No EQM Material Adverse Effect .  There shall not have occurred any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have an EQM Material Adverse Effect.  The EQT Parties shall have received from EQM (on behalf of itself and EQM Gathering) a certificate to such effect, signed by a duly authorized officer of EQM GP.
 
(d)                                  Consummation of MLP Merger Agreement .  The EQT Parties shall have received satisfactory evidence that all conditions precedent to the MLP Merger Agreement shall have been fulfilled or waived in accordance therewith, and the consummation of the transactions contemplated by the MLP Merger Agreement shall have been consummated; provided , however , that the EQT Parties covenant and agree not to waive the condition set forth in this Section 6.2(d)  with respect to, or otherwise take any action to consummate, the Strike Force Holdings Contribution unless and until the EQM Parties have received evidence to their satisfaction that Gulfport Midstream has irrevocably waived in writing the Strike Force ROFR and the Strike Force Tag with respect to the Strike Force Holdings Contribution, if applicable.
 
Section 6.3                                     Conditions to the Obligations of EQM and EQM Gathering .  The obligations of EQM and EQM Gathering to consummate each Transaction contemplated by this Agreement shall be subject to the fulfillment, at or prior to the applicable Closing, of each of the
 
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following conditions (unless a condition is otherwise indicated to apply only to a particular Transaction), any of which may be waived in writing by EQM (on behalf of itself and EQM Gathering) in its sole discretion:
 
(a)                                  Representations, Warranties and Covenants .  The representations and warranties of the EQT Parties contained in this Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the Transactions contemplated hereby or thereby (except for those representations and warranties expressly relating to one or more Subject Interests, and the Transferred Assets relating thereto, to which the applicable Closing does not relate) shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Seller Material Adverse Effect, which representations and warranties shall be true in all respects) both when made and as of the applicable Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Seller Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date. The EQT Parties shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or at the Closing of such Transaction (except for those covenants expressly relating to one or more Subject Interests, and the Transferred Assets relating thereto, to which the applicable Closing does not relate).  EQM shall have received from EQT Corporation (on behalf of itself and Rice Midstream) a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer of EQT Corporation.
 
(b)                                  Ancillary Agreements .  EQM shall have received an executed counterpart of each of the Ancillary Agreements relating to the applicable Transaction, signed by each party thereto other than EQM and its Subsidiaries.
 
(c)                                   No Seller Material Adverse Effect .  There shall not have occurred any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect with respect to the Subject Company to which the applicable Closing relates.  EQM shall have received from EQT Corporation a certificate to such effect, signed by a duly authorized officer of EQT Corporation.
 
(d)                                  FIRPTA Affidavit .  EQM shall have received from Rice Midstream an affidavit of Rice Midstream (or its regarded owner) substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) demonstrating non-foreign status with respect to such Transaction meeting the requirements of Sections 1445 and 1446 of the Code.
 
Section 6.4                                     Effect of Waiver of Conditions .  In the event a Party waives a condition in this Article VI with respect to the Closing of a Transaction, such waiver shall not be deemed to be a waiver of any condition with respect to any other Transaction.
 
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ARTICLE VII
TERMINATION
 
Section 7.1                                     Termination .  This Agreement may be terminated, with respect to a particular Transaction, at any time prior to the Closing of the Transaction to be consummated pursuant to this Agreement and the Ancillary Agreement(s) with respect to the applicable Subject Interests:
 
(a)                                  by mutual written consent of the EQT Parties, EQM and EQM Gathering;
 
(b)                                  (i) with respect to such applicable Subject Interests, by EQM, if an EQT Party breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement or any Ancillary Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.3(a) , (B) cannot be or has not been cured within 15 days following delivery of written notice of such breach or failure to perform and (C) has not been waived by EQM or (ii) with respect to such applicable Subject Interests, by an EQT Party, if EQM or EQM Gathering breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement or any Ancillary Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a) , (B) cannot be or has not been cured within 15 days following delivery of written notice of such breach or failure to perform and (C) has not been waived by Rice Midstream;
 
(c)                                   (i) with respect to such applicable Subject Interests, by EQM, if any of the conditions set forth in Section 6.1 or Section 6.3 shall have become incapable of fulfillment prior to December 31, 2018 (the “ Outside Date ”) or (ii) with respect to such applicable Subject Interests, by an EQT Party if any of the conditions set forth in Section 6.1 or Section 6.2 shall have become incapable of fulfillment prior to the Outside Date; provided that the right to terminate this Agreement pursuant to this Section 7.1(c)  shall not be available if the failure of the party so requesting termination to fulfill any obligation under this Agreement shall have been the cause of the failure of such condition to be satisfied on or prior to such date;
 
(d)                                  with respect to such applicable Subject Interests, by any of EQM, EQM Gathering or an EQT Party in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, that such EQT Party (if such EQT Party is so requesting termination) or EQM and EQM Gathering (if EQM or EQM Gathering is so requesting termination), as the case may be, shall have used their commercially reasonable efforts, in accordance with Section 5.5 , to have such order, decree, ruling or other action vacated; or
 
(e)                                   with respect to each applicable Subject Interest, by an EQT Party if the MLP Merger Agreement is terminated in accordance with its terms.
 
The party hereto seeking to terminate this Agreement with respect to a particular Transaction pursuant to this Section 7.1 (other than Section 7.1(a) ) shall give prompt written notice of such termination to the other party.
 
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Section 7.2                                     Effect of Termination .   In the event of termination of this Agreement, with respect to a particular Transaction, as provided in Section 7.1 , this Agreement, with respect to such applicable Transaction, shall forthwith become void and there shall be no liability on the part of any party to this Agreement with respect to such Transaction, except (a) EQT Corporation may have liability as provided in Section 7.3 and (b) with respect to the provisions of Section 3.8 and Section 4.17 relating to broker’s fees and finder’s fees, Section 5.4 relating to confidentiality, Section 5.6 relating to public announcements, Section 9.1 relating to fees and expenses, Section 9.5 relating to notices, Section 9.9 relating to governing law, Section 9.14 relating to waiver of jury trial, Section 9.18 relating to no presumption against drafting party, and this Section 7.2 ).
 
Section 7.3                                     Expense Reimbursement .
 
(a)                                  In the event that this Agreement is terminated with respect to a particular Transaction by an EQT Party pursuant to Section 7.1(e) , then EQT Corporation shall pay to EQM, within two Business Days after such termination, a cash amount equal to the actual, documented out-of-pocket costs and expenses paid by EQM in connection with the negotiation, execution and performance of this Agreement with respect to such Transaction (without duplication for the other Transaction), such amount not to exceed $7,500,000 in the aggregate (each, as applicable, an “ Expense Reimbursement ”).
 
(b)                                  Any payment of an Expense Reimbursement shall be made in cash by wire transfer of same day funds to an account designated in writing by EQM. In no event shall EQM be entitled to receive more than one payment of the Expense Reimbursement for a particular Transaction.
 
ARTICLE VIII
INDEMNIFICATION
 
Section 8.1                                     Indemnification .
 
(a)                                  Indemnification by EQT Corporation .  EQT Corporation shall indemnify, defend and hold harmless EQM from any and all Adverse Consequences (whether or not arising from third-party claims) incurred by EQM, its Subsidiaries (including EQM Gathering, Rice West Virginia, Rice Olympus and Strike Force Holdings) and their respective officers, directors, employees, consultants and agents (the “ EQM Protected Parties ”), as a result of, or with respect to (i) any breach of any representation or warranty of the EQT Parties set forth in this Agreement (provided that any Adverse Consequences arising out of any breach of a representation or warranty shall be determined without giving effect to any “materiality,” “Seller Material Adverse Effect” and similar qualifiers), (ii) any breach of any covenant or agreement of an EQT Party contained in this Agreement, or (iii) any Taxes for which Rice Midstream is liable under Section 5.8 .
 
(b)                                  Indemnification by EQM .  EQM shall indemnify, defend and hold harmless the EQT Parties from any and all Adverse Consequences (whether or not arising from third-party claims) incurred by an EQT Party, its Affiliates (other than EQM and its Subsidiaries, including EQM Gathering, Rice West Virginia, Rice Olympus and Strike Force Holdings) and their
 
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respective officers, directors, employees, consultants and agents (the “ EQT Protected Parties ”), as a result of, or with respect to (i) any breach of any representation or warranty of EQM or EQM Gathering set forth in this Agreement (provided that any Adverse Consequences arising out of any breach of a representation or warranty shall be determined without giving effect to any “materiality,” “EQM Material Adverse Effect” and similar qualifiers), (ii) any breach of any covenant or agreement of EQM or EQM Gathering, or (iii) any Taxes for which EQM is liable under Section 5.8.
 
Section 8.2                                     Limitations Regarding Indemnification .
 
(a)                                  The indemnification obligations (i) set forth in Section 8.1(a)(i)  and (ii)  and Section 8.1(b)(i)  and (ii)  shall terminate on the 18-month anniversary of the applicable Closing Date except as otherwise provided in Section 8.2(a)(iii)  below, (ii) set forth in Section 8.1(a)(iii)  and Section 8.1(b)(iii)  shall terminate on the 60 th  day after the termination of the applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.9 (Capitalization; Title to Subject Interests), Section 4.10 (Title to Real Property) or Section 4.11 (Title to Personal Property; Condition of Assets) (such breach under any such Section, a “ Title Representation Breach ”) shall terminate on the third anniversary of the applicable Closing Date; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 8.2(a)  if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “ Indemnified Party ”) to the party from which indemnification is sought (the “ Indemnifying Party ”) prior to such time.
 
(b)                                  The aggregate liability of EQT Corporation under Section 8.1(a)(i)  other than for liability arising from a Title Representation Breach, or Section 4.1 (Organization), Section 4.2 (Authority and Approval), and Section 4.17 (Brokers), shall not exceed 15% of the Cash Amount.  The aggregate liability of EQT Corporation under Section 8.1(a)(i)  for Title Representation Breaches, or arising from  Section 4.1 (Organization), Section 4.2 (Authority and Approval), and Section 4.17 (Brokers) shall not exceed the Cash Amount.
 
(c)                                   The aggregate liability of EQM under ‎ Section 8.1(b)(i)  other than for liability arising from Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.3 (Common Units) and Section 3.8 (Brokers), shall not exceed 15% of the Cash Amount. The aggregate liability of EQM under ‎ Section 8.1(b)(i)  arising from Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.3 (Common Units) and Section 3.8 (Brokers) shall not exceed the Cash Amount
 
(d)                                  No claims may be made against EQT Corporation for indemnification pursuant to Section 8.1(a)(i)  unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Corporation shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 8.2(b) .
 
(e)                                   No claims may be made against EQM for indemnification pursuant to Section 8.1(b)(i)  unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by
 
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the EQT Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such claims in excess of $250,000.
 
(f)                                    In no event shall EQT Corporation be obligated to the EQM Protected Parties under Section 8.1(a)  for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, such correlative benefit to be net of any incremental insurance premium or Tax that becomes due and payable by the EQM Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQM Protected Parties from third persons.
 
(g)                                   In no event shall EQM be obligated to the EQT Protected Parties under ‎ Section 8.1(b)  for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQT Protected Parties, such correlative benefit to be net of any incremental insurance premium or Tax that becomes due and payable by the EQT Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQT Protected Parties from third persons. In no event shall EQM be obligated (whether by way of contribution, conveyance or otherwise) to the EQT Protected Parties after the applicable Effective Date for any Adverse Consequences owed by EQT Corporation prior to the applicable Effective Date.
 
Section 8.3                                     Indemnification Procedures .
 
(a)                                  The Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim for indemnification under this Article VIII , it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim.  Notwithstanding anything in this Article VIII to the contrary, a delay by the Indemnified Party in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Article VIII , except to the extent that such failure shall have caused actual prejudice to the Indemnifying Party’s ability to defend against the applicable claim.
 
(b)                                  The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article VIII , including, without limitation, the selection of counsel, the determination of whether to appeal any decision of any court and the settlement of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party (with the concurrence of the Conflicts Committee in the case of the EQM Protected Parties to the extent prior to a Spin-Off Transaction) unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be, and does not include any admission of fault, culpability or a failure to act, by or on behalf of such Indemnified Party.
 
(c)                                   The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification under this Article VIII , including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making
 
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available to the Indemnifying Party, at no cost to the Indemnifying Party, of any employees of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use commercially reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 8.3 . In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article VIII ; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. In addition, in no event shall an EQM Protected Party be required to file a claim against any of the other EQM Protected Parties in order seek indemnification under Section 8.1(a) .
 
(d)                                  The date on which the Indemnifying Party receives notification of a claim for indemnification shall determine whether such claim is timely made.
 
(e)                                   NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT EXCEPT TO THE EXTENT RECOVERED IN A CLAIM BY A THIRD PARTY.
 
ARTICLE IX
GENERAL PROVISIONS
 
Section 9.1                                     Fees and Expenses .  Except as otherwise provided herein and regardless of whether the transactions contemplated hereby are consummated, each party shall pay its own expenses incident to this Agreement and all action taken in preparation for carrying this Agreement into effect.
 
Section 9.2                                     Amendment and Modification .  This Agreement may be amended, modified or supplemented by the parties at any time. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing, signed on behalf of each of the parties at the time of the amendment, modification or supplement, and, to the extent prior to a Spin-Off Transaction, after the Conflicts Committee has approved such amendment, modification or supplement, as applicable.
 
Section 9.3                                     Extension .  At any time prior to the applicable Closing Date, the parties may, to the extent permitted by Applicable Law, extend the time for the performance of any of the obligations or other acts of the parties. Any agreement on the part of a party to any such extension shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party, and, if an EQM Party is granting the extension and
 
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such extension is requested prior to a Spin-Off Transaction, after the Conflicts Committee has approved such extension.
 
Section 9.4                                     Waiver .  At any time prior to the applicable Closing Date, the parties may, to the extent permitted by Applicable Law, (a) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or any document delivered pursuant hereto or (b) subject to Applicable Law, waive compliance with any of the agreements or conditions of the other parties contained herein. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party, and, if an EQM Party is granting the waiver and such waiver is requested prior to a Spin-Off Transaction, after the Conflicts Committee has approved such waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.
 
Section 9.5                                     Notices .  Any notice, request, instruction, correspondence or other document to be given hereunder by any party hereto to another party hereto (herein collectively called “ Notice ”) shall be in writing and delivered in person or by courier service requiring acknowledgment of receipt of delivery or by telecopier, as follows:

(a)	if to Rice Midstream or EQT Corporation to:	
 	 	
 	c/o EQT Corporation	
 	625 Liberty Avenue, Suite 1700	
 	Pittsburgh, PA 15222	
 	Attention: General Counsel	
 	Facsimile: 412-553-5970	
 	 	
 	with a copy (which shall not constitute notice) to:	
 	 	
 	Baker Botts L.L.P.	
 	30 Rockefeller Plaza	
 	New York, NY 10112	
 	Attention: Michael L. Bengtson	
 	Facsimile: 212-259-2504	
 	 	
(b)	if to EQM or EQM Gathering, to:
 	
 	EQT Midstream Partners, LP	
 	c/o EQT Midstream Services, LLC	
 	625 Liberty Avenue, Suite 1700	
 	Pittsburgh, PA 15222	
 	Attention: Chief Financial Officer	
 	Facsimile: 412-553-5842	
 
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 	and with a copy (which shall not constitute notice) to:	
 	 	
 	Richards, Layton & Finger, P.A.	
 	920 North King Street	
 	Wilmington, DE 19801	
 	Attention: Srinivas M. Raju	
 	Facsimile: 302-651-7701	
 	 	
 	and, if prior to a Spin-Off Transaction, with a copy (which shall not constitute notice) to:	
 	 	
 	EQT Midstream Partners, LP	
 	625 Liberty Avenue, Suite 1700	
 	Pittsburgh, PA 15222	
 	Attention: Conflicts Committee Chair c/o Corporate Secretary	
 	Facsimile: 412-553-7781	
 
Notice given by personal delivery or courier service shall be effective upon actual receipt.  Notice given by telecopier shall be confirmed by appropriate answer back and shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours.  Any party may change any address to which Notice is to be given to it by giving Notice as provided above of such change of address.
 
Section 9.6                                     Interpretation .  When a reference is made in this Agreement to a Section, Article or Exhibit such reference shall be to a Section, Article or Exhibit of this Agreement unless otherwise indicated.  The table of contents and headings contained in this Agreement or in any Exhibit are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  All words used in this Agreement will be construed to be of such gender or number as the circumstances require.  Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the meaning as defined in this Agreement.  All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein.  The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified.
 
Section 9.7                                     Entire Agreement .  This Agreement (including the Exhibits and Schedules hereto), the Ancillary Agreements and any other agreements entered into contemporaneously with the execution and delivery of this Agreement or any Closing constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.  Notwithstanding any oral agreement or course of action of the parties or their Representatives to the contrary, no party to this Agreement shall be under any legal obligation to enter into or complete the transactions contemplated hereby unless and until this Agreement shall have been executed and delivered by each of the parties.
 
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Section 9.8                                     No Third-Party Beneficiaries .  Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns, the Conflicts Committee and the EQM Protected Parties and the EQT Protected Parties (solely as provided for in Section 8.1 ), any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.
 
Section 9.9                                     Governing Law .
 
(a)                                  This Agreement shall be construed and enforced in accordance with the Applicable Law of the Commonwealth of Pennsylvania without giving effect to the choice of law principles thereof.  Each party consents to personal jurisdiction in any action brought in any court, federal or state, within the Commonwealth of Pennsylvania having subject matter jurisdiction arising under this Agreement, and each of the parties hereto agrees that any action instituted by either of them against the other with respect to this Agreement will be instituted exclusively in a court, federal or state, within the Commonwealth of Pennsylvania.
 
(b)                                  Each party to this Agreement waives, to the fullest extent permitted by Applicable Law, any right it may have to receive damages from any other party based on any theory of liability for any special, incidental, indirect, consequential (including lost profits), exemplary or punitive damages (except to the extent that any such damages are included in indemnifiable losses resulting from a third-party claim in accordance with this Agreement).
 
Section 9.10                              Assignment; Successors .  Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of EQM (in the case of an assignment by Rice Midstream or EQT Corporation) or EQT Corporation (in the case of an assignment by EQM or EQM Gathering), and any such assignment without such prior written consent shall be null and void; provided, however, that no assignment shall limit the assignor’s obligations hereunder.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
 
Section 9.11                              Enforcement .  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any state or federal court in the Commonwealth of Pennsylvania, this being in addition to any other remedy to which such party is entitled at law or in equity.  Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief.
 
Section 9.12                              Currency .  All references to “ dollars ” or “ $ ” or “ US$ ” in this Agreement or any Ancillary Agreement refer to United States dollars, which is the currency used for all purposes in this Agreement and any Ancillary Agreement.
 
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Section 9.13                              Severability .  Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under Applicable Law.  In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.
 
Section 9.14                              Waiver of Jury Trial .  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
 
Section 9.15                              Counterparts .  This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
 
Section 9.16                              Electronic Signature .  This Agreement may be executed by facsimile, portable document format (.pdf) or similar technology signature, and such signature shall constitute an original for all purposes.
 
Section 9.17                              Time of Essence .  Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement.
 
Section 9.18                              No Presumption Against Drafting Party .  Each of EQT Corporation, Rice Midstream, EQM, and EQM Gathering acknowledges that each party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement.  Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.
 
Section 9.19                              Further Assurances . From and after the applicable Closing, each of the parties shall cooperate and use their respective commercially reasonable efforts to take or cause to be taken all appropriate actions and do, or cause to be done, all things necessary or appropriate to make effective each Transaction contemplated by this Agreement and the Ancillary Agreements, including the execution of any additional assignment or similar documents or instruments of transfer of any kind, the obtaining of consents which may be reasonably necessary or appropriate to carry out any of the provisions hereof and the taking of all such other actions as any party may reasonably be requested to take by another party from to time to time, consistent with the terms of this Agreement or the Ancillary Agreements, in order to effectuate the
 
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provisions and purposes of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby.
 
[The remainder of this page is intentionally left blank.]
 
54 

 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.

 	EQT CORPORATION	

 	By:	/s/ Robert J. McNally	
 	Name:	Robert J. McNally	
 	Title:	Senior Vice President and Chief Financial Officer	
 	 	
 	RICE MIDSTREAM HOLDINGS LLC	

 	By:	/s/ Jeremiah J. Ashcroft III	
 	Name:	Jeremiah J. Ashcroft III	
 	Title:	President	
 
Signature Page to Contribution and Sale Agreement
(Project Redhawk)

 

 	EQT MIDSTREAM PARTNERS, LP	 	

 	By:	EQT Midstream Services, LLC, its general partner	
 	 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	 	
 	Name:	Jeremiah J. Ashcroft III	 	
 	Title:	President and Chief Executive Officer	 	
 	 	 	
 	EQM GATHERING HOLDINGS, LLC	 	
 	 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	 	
 	Name:	Jeremiah J. Ashcroft III	 	
 	Title:	President	 	

Signature Page to Contribution and Sale Agreement
(Project Redhawk)

 
EXHIBIT A-1
 
Rice Olympus Systems
 
[See Attached]
 
Exhibit A- 1 

 
EXHIBIT A-2
 
Rice Olympus Easements and Fee Interests
 
[See Attached]
 
Exhibit A- 2 

 
EXHIBIT A-3
 
Rice Olympus Contracts
 
[See Attached]
 
Exhibit A- 3 

 
EXHIBIT B-1
 
Rice West Virginia Easements and Fee Interests
 
[See Attached]
 
Exhibit B- 1 

 
EXHIBIT C-1
 
Strike Force Systems
 
[See Attached]
 
Exhibit C- 1 

 
EXHIBIT C-2
 
Strike Force Easements and Fee Interests
 
[See Attached]
 
Exhibit C- 2 

 
EXHIBIT C-3
 
Strike Force Contracts
 
[See Attached]
 
Exhibit C- 3 

 
EXHIBIT D
 
Form of Assignment Agreement
 
[See Attached]

Exhibit 2.3 
 
EXECUTION VERSION
 
INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT
 
by and among
 
EQT GP HOLDINGS, LP
 
RICE MIDSTREAM GP HOLDINGS LP
 
and
 
EQT CORPORATION
 
Dated as of April 25, 2018

 
TABLE OF CONTENTS

 	 	Page	
 	 	 	
ARTICLE I Definitions and Interpretation	2	
 	1.1	Definitions	2	
 	1.2	Other Terms	4	
 	1.3	Additional Rules of Interpretation; Construction Provisions	4	
ARTICLE II The Transactions	5	
 	2.1	Purchase and Sale of RMP Incentive Distribution Rights	5	
 	2.2	Consideration	5	
 	2.3	Certain Acknowledgements	5	
ARTICLE III Closing	5	
 	3.1	Closing	5	
 	3.2	Deliveries at Closing	5	
ARTICLE IV Representations and Warranties of RMGH and EQT	6	
 	4.1	Organization, Good Standing and Qualification	6	
 	4.2	No Violations; Consents	6	
 	4.3	Ownership	7	
 	4.4	Investment Intent and Securities Laws Compliance	7	
 	4.5	Conflicts Committee Information	8	
 	4.6	Brokers and Finders	8	
ARTICLE V Representations and Warranties of EQGP	8	
 	5.1	Organization, Good Standing and Qualification	8	
 	5.2	No Violations; Consents	8	
 	5.3	Transaction Common Units	9	
 	5.4	Securities Law Compliance	9	
 	5.5	Brokers and Finders	9	
ARTICLE VI Covenants	9	
 	6.1	Further Assurances	9	
 	6.2	Conditional Forfeiture of Certain Transaction Common Units	9	
 	6.3	Conditional Forfeiture of Distributions	10	
ARTICLE VII Conditions to Closing; Termination	10	
 	7.1	Condition to Each Party’s Obligation to Close	10	
 	7.2	Conditions to RMGH’s Obligation to Close	10	

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 	7.3	Conditions to EQGP’s Obligation to Close	11	
 	7.4	Termination	11	
 	7.5	Effect of Termination	11	
ARTICLE VIII Miscellaneous and General	12	
 	8.1	Counterparts	12	
 	8.2	GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL	12	
 	8.3	Successors and Assigns; Assignment	12	
 	8.4	Amendments	13	
 	8.5	Benefit of Agreement	13	
 	8.6	Expenses	13	
 	8.7	Severability	13	
 	8.8	Notices	13	
 	8.9	Non-Survival	14	
 
ii 

 
INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT
 
This INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT (this “ Agreement ”), dated as of April 25, 2018, is entered into by and among EQT GP Holdings, LP, a Delaware limited partnership (“ EQGP ”), Rice Midstream GP Holdings LP, a Delaware limited partnership (“ RMGH ”), and EQT Corporation, a Pennsylvania corporation (“ EQT ,” and together with EQGP and RMGH, the “ Parties ”).
 
RECITALS
 
WHEREAS, RMGH is the holder, beneficially and of record, of all the issued and outstanding RMP Incentive Distribution Rights (as defined below);
 
WHEREAS, concurrently with the execution of this Agreement, (i) EQT Midstream Partners, LP (“ EQM ”), EQM Acquisition Sub LLC (“ Merger Sub ”), EQM GP Acquisition Sub LLC, EQT Midstream Services, LLC, Rice Midstream Partners LP (“ RMP ”), Rice Midstream Management LLC and EQT are entering into that certain Agreement and Plan of Merger (the “ MLP Merger Agreement ”) pursuant to which, among other things and subject to the terms and conditions thereof, Merger Sub will merge with and into RMP and RMP will thereby become a wholly owned subsidiary of EQM (the “ MLP Merger ”) and (ii) EQT, Rice Midstream Holdings LLC (“ Rice Midstream ”), EQM and EQM Gathering Holdings, LLC (“ EQM Gathering ”) are entering into that certain Contribution and Sale Agreement (the “ Drop-Down Agreement ”) pursuant to which, among other things and subject to the terms and conditions thereof, Rice Midstream shall contribute, transfer, assign and convey the equity interests specified therein to EQM Gathering or RMP (the “ Drop-Down Transactions ”);
 
WHEREAS, EQGP and its equityholders are anticipated to benefit from the MLP Merger and the Drop-Down Transactions;
 
WHEREAS, EQGP desires to acquire all of the issued and outstanding RMP Incentive Distribution Rights from RMGH, and RMGH desires to sell all of the issued and outstanding RMP Incentive Distribution Rights to EQGP, in each case on the terms and subject to the conditions set forth in this Agreement;
 
WHEREAS, the Conflicts Committee (the “ EQGP Conflicts Committee ”) of the Board of Directors (the “ EQGP Board of Directors ”) of EQT GP Services, LLC, the general partner of EQGP (“ EQGP GP ”) has (i) received an opinion of Robert W. Baird & Co. Incorporated, the financial advisor to the EQGP Conflicts Committee (“ Baird ”), that the Consideration (as defined below) to be paid by EQGP pursuant to this Agreement is fair, from a financial point of view, to EQGP and the holders of EQGP Common Units (as defined below) other than EQT and its Affiliates (as defined below), (ii) determined that this Agreement and the transactions contemplated hereby are in the best interests of EQGP, (iii) approved the execution and performance of this Agreement and the consummation of the transactions contemplated hereby and such approval constituted “Special Approval” as such term is defined in the EQGP LP Agreement (as defined below) and (iv) recommended to the EQGP Board of Directors that they approve this Agreement and the transactions contemplated hereby; and

 
WHEREAS, following receipt of the recommendation of the EQGP Conflicts Committee described in the preceding recital, the EQGP Board of Directors has approved the execution and performance of this Agreement and the consummation of the transactions contemplated hereby.
 
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth in this Agreement, the Parties agree as follows:
 
ARTICLE I
 
Definitions and Interpretation
 
1.1                                Definitions .  As used in this Agreement, the following terms shall have the respective meanings set forth below:
 
“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding anything in this definition to the contrary, for purposes of this Agreement with respect to RMGH and EQT, “Affiliate” excludes at all times EQGP GP and EQGP and its Subsidiaries.
 
“ Agreement ” has the meaning set forth in the Introduction.
 
“ Baird ” has the meaning set forth in the Recitals.
 
“ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America shall not be regarded as a Business Day.
 
“ Cancellation ” has the meaning set forth in Section 2.3 .
 
“ Clawback Units ” has the meaning set forth in Section 6.2 .
 
“ Closing ” has the meaning set forth in Section 3.1 .
 
“ Closing Date ” has the meaning set forth in Section 3.1 .
 
“ Consideration ” has the meaning set forth in Section 2.2 .
 
“ Drop-Down Agreement ” has the meaning set forth in the Recitals.
 
“ Drop-Down Transactions ” has the meaning set forth in the Recitals.
 
“ Enforceability Exceptions ” has the meaning set forth in Section 4.1 .
 
“ EQGP ” has the meaning set forth in the Introduction.
 
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“ EQGP Board of Directors ” has the meaning set forth in the Recitals.
 
“ EQGP Common Unit ” means a limited partner interest in EQGP having the rights and obligations specified in the EQGP LP Agreement.
 
“ EQGP Conflicts Committee ” has the meaning set forth in the Recitals.
 
“ EQGP GP ” has the meaning set forth in the Recitals.
 
“ EQGP LP Agreement ” means the First Amended and Restated Agreement of Limited Partnership of EQT GP Holdings, LP, dated as of May 15, 2015, as amended or supplemented from time to time.
 
“ EQM ” has the meaning set forth in the Recitals.
 
“ EQM Gathering ” has the meaning set forth in the Recitals.
 
“ EQT ” has the meaning set forth in the Introduction.
 
“ Forfeiture Date ” has the meaning set forth in Section 6.2 .
 
“ IDR Purchase and Sale ” has the meaning set forth in Section 2.1 .
 
“ Law ” means any law (statutory, common, or otherwise), constitution, treaty, convention, ordinance, equitable principle, code, rule, regulation, order, writ, injunction, decree, or ruling.
 
“ Merger Sub ” has the meaning set forth in the Recitals.
 
“ MLP Merger ” has the meaning set forth in the Recitals.
 
“ MLP Merger Agreement ” has the meaning set forth in the Recitals.
 
“ NYSE ” means the New York Stock Exchange.
 
“ Parties ” has the meaning set forth in the Introduction.
 
“ Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.
 
“ Rice Midstream ” has the meaning set forth in the Recitals.
 
“ RMGH ” has the meaning set forth in the Introduction.
 
“ RMP ” has the meaning set forth in the Recitals.
 
“ RMP Material Adverse Effect ” has the meaning ascribed to it in the MLP Merger Agreement.
 
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“ RMP Incentive Distribution Right ” means “Incentive Distribution Right” as defined in the RMP Partnership Agreement.
 
“ RMP Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP, dated as of December 22, 2014, as amended or supplemented from time to time.
 
“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.
 
“ Subsidiary ” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors, managers or other governing body of such Person.
 
“ Transaction Common Units ” has the meaning set forth in Section 2.2 .
 
“ Transactions ” has the meaning set forth in the Section 2.2 .
 
1.2                                Other Terms .  Each of the other capitalized terms used in this Agreement has the meaning set forth where such term is first used or, if no meaning is set forth, the meaning given to it in the EQGP LP Agreement.
 
1.3                                Additional Rules of Interpretation; Construction Provisions .  Unless the express context otherwise requires:
 
(a)                                  the words “hereof”, “herein”, “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;
 
(b)                                  the terms defined in the singular have a comparable meaning when used in the plural and vice versa ;
 
(c)                                   wherever the word “include”, “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;
 
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(d)                                  The article, section and paragraph titles in this Agreement are only for purposes of convenience and do not form a part of this Agreement and will not be taken to qualify, explain, or affect any provision thereof;
 
(e)                                   the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and
 
(f)                                    the Parties have participated jointly in negotiating and drafting this Agreement.  In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
 
ARTICLE II
 
The Transactions
 
2.1                                Purchase and Sale of RMP Incentive Distribution Rights .  Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, RMGH shall contribute, convey, assign and deliver to EQGP, and EQGP shall accept such contribution and acquire from RMGH, all of RMGH’s right, title and interest to the RMP Incentive Distribution Rights (the “ IDR Purchase and Sale ”), free and clear of any lien, claim or encumbrance other than restrictions on transfer set forth in the RMP Partnership Agreement or as may arise under applicable federal or state securities Laws.
 
2.2                                Consideration .  In consideration for the IDR Purchase and Sale (and concurrently therewith), EQGP shall issue (such issuance, together with the IDR Purchase and Sale, the “ Transactions ”) to RMGH (or, if requested in writing by RMGH at least one Business Day prior to the Closing, EQT or another Subsidiary of EQT) 36,293,766 EQGP Common Units (the “ Transaction Common Units ” or the “ Consideration ”).
 
2.3                                Certain Acknowledgements .  Each Party acknowledges that it has reviewed a copy of the MLP Merger Agreement and understands that the MLP Merger Agreement provides that the RMP Incentive Distribution Rights shall be cancelled (the “ Cancellation ”) at the closing of the MLP Merger (provided that notwithstanding such Cancellation EQGP shall retain its rights to any capital account in respect of the RMP Incentive Distribution Rights).
 
ARTICLE III
 
Closing
 
3.1                                Closing .  The closing of the Transactions (the “ Closing ”) shall occur on the first Business Day immediately following the satisfaction of the conditions set forth in Article VII hereof.  The date on which the Closing takes place is referred to herein as the “ Closing Date ”.
 
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3.2                                Deliveries at Closing .  At the Closing,
 
(a)                                  EQT and RMGH will deliver to EQGP a certificate from an officer or other authorized individual dated the Closing Date, certifying on behalf of EQT and RMGH that the conditions in Section 7.3 have been fulfilled.
 
(b)                                  EQGP will deliver to EQT (i) a certificate from an officer or other authorized individual dated the Closing Date, certifying on behalf of EQGP that the conditions in Section 7.2 have been fulfilled and (ii) if requested by EQT, a certificate representing the Transaction Common Units or reasonably satisfactory evidence of EQT’s ownership thereof in book-entry.
 
ARTICLE IV
 
Representations and Warranties of RMGH and EQT
 
RMGH and EQT, jointly and severally, hereby represent and warrant to EQGP that:
 
4.1                                Organization, Good Standing and Qualification .  RMGH and EQT are legal entities duly organized and validly existing under the Laws of the state of Delaware and the state of Pennsylvania, respectively, and have all requisite limited partnership or corporate power, as applicable, and authority and have each taken all action necessary in order to execute, deliver and perform their obligations under this Agreement and to consummate the Transactions.  This Agreement constitutes a legal, valid and binding obligation of RMGH and EQT, enforceable against RMGH and EQT in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and to legal principles of general applicability governing the availability of equitable remedies, including principles of good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (collectively, “ Enforceability Exceptions ”).
 
4.2                                No Violations; Consents .
 
(a)                                  The execution, delivery and performance of this Agreement by each of EQT and RMGH does not, and the consummation of the Transactions and the other transactions contemplated by this Agreement will not (i) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which EQT or any of its Subsidiaries, on the one hand, or RMGH or any of its Subsidiaries, on the other hand, is a party or by which EQT or any of its Subsidiaries, on the one hand, or RMGH or any of its Subsidiaries, on the other hand, or any of its or their properties (including the RMP Incentive Distribution Rights)  is subject or bound, (ii) constitute a breach or violation of, or a default under  EQT’s or RMGH’s organizational documents, (iii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to EQT or any of its Subsidiaries, one the one hand, or RMGH or any of its Subsidiaries, on the other hand, or (iv) result in the creation of any liens or other encumbrances on any assets of  EQT or any of its Subsidiaries, on the one hand, or RMGH or any of its Subsidiaries, on the other hand.
 
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(b)                                  Subject to required filings under federal and state securities Laws and compliance with the rules and regulations of the NYSE, neither the execution and delivery by EQT or RMGH of this Agreement nor the consummation by EQT and RMGH of the transactions contemplated hereby do or will require any registrations, qualifications, designations, declarations or filings with, or the obtaining of any permit, authorization, consent, waiver or approval of, or the giving of any notice to, in each case, any governmental authority, third party or other Person.
 
4.3                                Ownership .  RMGH is the beneficial and record holder of all of the RMP Incentive Distribution Rights and RMGH has good and valid title to such RMP Incentive Distribution Rights, free and clear of all liens, encumbrances or other claims, and there is no subscription, option, warrant, call, right, agreement or commitment relating to the issuance, sale, delivery, repurchase or transfer by RMGH of such RMP Incentive Distribution Rights, except as set forth in the RMP Partnership Agreement.  The RMP Incentive Distribution Rights are duly authorized under the RMP Partnership Agreement and are validly issued, fully paid (to the extent required by the RMP Partnership Agreement) and non-assessable, except as such non-assessability may be affected by Section 17-607 of the Delaware Revised Uniform Limited Partnership Act.
 
4.4                                Investment Intent and Securities Laws Compliance .
 
(a)                                  RMGH has been given reasonable access to full and fair disclosure of all material information regarding EQGP and the Transaction Common Units, including reasonable access to the books and records of EQGP.  RMGH acknowledges and agrees that it has been provided, to its full satisfaction, with the opportunity to ask questions concerning the terms and conditions of an investment in EQGP and has knowingly and voluntarily elected instead to rely solely on its own investigation.
 
(b)                                  RMGH understands that when issued the Transaction Common Units will constitute “restricted securities” and will not be registered under the Securities Act or any applicable state securities Laws.  RMGH acknowledges that when issued the Transaction Common Units will bear a restrictive legend to that effect.  RMGH acknowledges and agrees that it must bear the economic risk of its investment in the Transaction Common Units for as long as it holds the Transaction Common Units, and that the Transaction Common Units issued to RMGH hereunder may not be sold or transferred or offered for sale or transfer by it without registration under the Securities Act and any applicable state securities or “Blue Sky” Laws or pursuant to an available exemption(s) therefrom.
 
(c)                                   RMGH is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.  RMGH has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Transaction Common Units, and has so evaluated the merits and risks of such investment.  RMGH is able to bear the economic risk of an investment in the Transaction Common Units and, at the present time and in the foreseeable future, is able to afford a complete loss of such investment.
 
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(d)                                  RMGH understands that the Transaction Common Units are being offered and issued to RMGH in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that EQGP is relying upon the truth and accuracy of, and RMGH’s compliance with, the representations, warranties, agreements, acknowledgments and understandings, which are true, correct and complete, of RMGH set forth herein in order to determine the availability of such exemptions and the eligibility of RMGH to acquire the Transaction Common Units.
 
4.5                                Conflicts Committee Information .
 
(a)                                  The financial projections provided by or on behalf of EQT or RMGH to the EQGP Conflicts Committee (including those provided to Baird) as part of the EQGP Conflicts Committee’s review in connection with this Agreement and the transactions contemplated hereby are consistent with EQT’s (and its applicable Affiliates’) management’s expectations and are based on assumptions which EQT believes are reasonable, in each case, in all material respects as of the date of this Agreement.
 
(b)                                  The final copies of the Drop-Down Agreement and MLP Merger Agreement that EQT furnished to the EQGP Conflicts Committee prior to the execution hereof are true, complete and correct copies of the Drop-Down Agreement and the MLP Merger Agreement.
 
4.6                                Brokers and Finders .  Except for Baird’s engagement in connection herewith, no action has been taken by or on behalf of EQT or RMGH or any of their Affiliates that would give rise to any valid claim against EQGP GP or EQGP and its Subsidiaries for a brokerage commission, finder’s fee or other like payment with respect to the matters contemplated hereby.
 
ARTICLE V
 
Representations and Warranties of EQGP
 
EQGP hereby represents and warrants to RMGH that:
 
5.1                                Organization, Good Standing and Qualification .  EQGP is a legal entity duly organized and validly existing under the Laws of the state of Delaware and has all requisite limited partnership power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions and has obtained Special Approval for such actions.  This Agreement constitutes a legal, valid and binding obligation of EQGP, enforceable against EQGP in accordance with its terms, subject to the Enforceability Exceptions.
 
5.2                                No Violations; Consents .
 
(a)                                  The execution, delivery and performance of this Agreement by EQGP does not, and the consummation of the Transactions and the other transactions contemplated by this Agreement will not, (i) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required
 
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by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which EQGP or any of its Subsidiaries is a party or by which EQGP or any of its Subsidiaries or any of its or their properties is subject or bound that is material to EQGP, (ii) constitute a breach or violation of, or a default under the EQGP LP Agreement, (iii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to EQGP or any of its Subsidiaries, or (iv) result in the creation of any liens or other encumbrances on any assets of EQGP or any of its Subsidiaries.
 
(b)                                  Subject to required filings under federal and state securities Laws and compliance with the rules and regulations of the NYSE, neither the execution and delivery by EQGP of this Agreement nor the consummation by EQGP of the transactions contemplated hereby do or will require any registrations, qualifications, designations, declarations or filings with, or the obtaining of any permit, authorization, consent, waiver or approval of, or the giving of any notice to, in each case, any governmental authority, third party or other Person.
 
5.3                                Transaction Common Units .  The Transaction Common Units have been duly authorized and, when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid (to the extent required by the EQGP LP Agreement), and non-assessable, except as such non-assessability may be affected by Section 17-607 of the Delaware Revised Uniform Limited Partnership Act.
 
5.4                                Securities Law Compliance .  Assuming the accuracy of the representations and warranties of EQT and RMGH contained in this Agreement, EQGP is not required to register the Transaction Common Units under the Securities Act in connection with the issuance of the Transaction Common Units to RMGH at the Closing.
 
5.5                                Brokers and Finders .  No action has been taken by or on behalf of EQGP that would give rise to any valid claim against EQT or RMGH or any of their Affiliates for a brokerage commission, finder’s fee or other like payment with respect to the matters contemplated hereby.
 
ARTICLE VI
 
Covenants
 
6.1                                Further Assurances .  The Parties agree to execute and deliver, or cause to be executed and delivered, such further instruments or documents or take such other action as may be reasonably necessary or convenient to carry out the transactions contemplated hereby.  EQT agrees that until the Closing or earlier termination of this Agreement, it shall not cause or permit RMP to issue, or RMGH to sell, transfer or otherwise dispose of, any RMP Incentive Distribution Rights to any Person other than RMGH.  EQGP and RMGH hereby consent to the transactions contemplated by the MLP Merger Agreement, including the Cancellation, and upon reasonable request from EQT agree to take any action as may be reasonably necessary to effect and/or permit the Cancellation in accordance with the terms of the MLP Merger Agreement.
 
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6.2                                Conditional Forfeiture of Certain Transaction Common Units .  The Parties agree that if (i) the Closing occurs and either (a) the MLP Merger is not subsequently consummated on or prior to December 31, 2018 or (b) the MLP Merger Agreement is terminated following the Closing and prior to December 31, 2018 (the earlier of (a) and (b), the “ Forfeiture Date ”), 8,539,710 EQGP Common Units (the “ Clawback Units ”) shall be forfeited as of 11:59 p.m. EDT on December 31, 2018 (or if the Forfeiture Date occurs due to termination of the MLP Merger Agreement, then as of the date of such termination) and the Clawback Units shall be promptly delivered to EQGP, and if so requested by EQGP, then EQT or RMGH or any of their Subsidiaries, as the case may be, shall deliver a certificate representing the Clawback Units or any reasonably satisfactory evidence of EQGP’s ownership thereof in book-entry. Upon receipt of the Clawback Units from EQT (or its applicable Subsidiary), EQGP shall take such actions as are necessary and appropriate to cause the Clawback Units to be canceled.  EQT undertakes and agrees that at all times during the period that commences on the Closing Date and ends on the earlier of the consummation of the MLP Merger and the Forfeiture Date EQT shall, and shall cause its Subsidiaries to, retain ownership of a number of EQGP Common Units equal to not less than the number of Clawback Units or (ii) the MLP Merger Agreement is terminated prior to the Closing and the Closing subsequently occurs, the number of Transaction Common Units issued as Consideration at the Closing shall, notwithstanding anything in Section 2.2 to the contrary, be 27,754,056 (rather than 36,293,766), none of which shall be subject to the provisions of this Section 6.2 or Section 6.3 .
 
6.3                                Conditional Forfeiture of Distributions .  The Parties agree that if the Closing occurs and the MLP Merger has not already been consummated and is not subsequently consummated on or prior to December 31, 2018, any distributions made by EQGP on the Clawback Units beginning with distributions made in respect of the quarter in which the Closing occurs and ending with distributions made or declared but not paid on or prior to the Forfeiture Date shall be forfeited, and EQT or RMGH or any of their Subsidiaries, as the case may be, shall deliver such accumulated distributions to EQGP promptly after the Forfeiture Date by payment in cash or immediately available funds.
 
ARTICLE VII
 
Conditions to Closing; Termination
 
7.1                                Condition to Each Party’s Obligation to Close .  The obligations of RMGH and EQGP to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of the condition that no preliminary or permanent order or other legal restraint preventing the consummation of the transactions contemplated by this Agreement shall be in effect.
 
7.2                                Conditions to RMGH’s Obligation to Close .  The obligation of RMGH to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
 
(a)                                  Representations and Warranties .  The representations and warranties of EQT and EQGP set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date.
 
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(b)                                  Performance of Obligations .  EQGP shall have performed in all material respects all obligations required to be performed by EQGP under this Agreement at or prior to the Closing Date.
 
(c)                                   MLP Merger .  All conditions precedent to the MLP Merger shall have been fulfilled or waived in accordance with the MLP Merger Agreement, and the parties to the MLP Merger Agreement shall be ready, willing and able to consummate the MLP Merger promptly following the Closing.
 
(d)                                  Drop-Down Transactions .  All conditions precedent to the Drop-Down Transactions shall have been fulfilled or waived in accordance with the Drop-Down Agreement, and closing of the Drop-Down Transactions shall have been consummated or the parties to the Drop-Down Agreement shall be ready, willing and able to consummate the Drop-Down Transactions promptly following the Closing.
 
7.3                                Conditions to EQGP’s Obligation to Close .  The obligation of EQGP to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
 
(a)                                  Representations and Warranties .  The representations and warranties of RMGH set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date.
 
(b)                                  Performance of Obligations .  RMGH and EQT shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date.
 
(c)                                   No RMP Material Adverse Effect .  Since the date of this Agreement, no RMP Material Adverse Effect shall have occurred and be continuing.
 
7.4                                Termination .  This Agreement may be terminated at any time prior to Closing:
 
(a)                                  By mutual written consent of EQGP, EQT and RMGH;
 
(b)                                  By EQT and/or RMGH, by notice to EQGP, if either the MLP Merger Agreement or the Drop-Down Agreement shall have been terminated in accordance with its terms.
 
7.5                                Effect of Termination .
 
(a)                                  In the event of the termination of this Agreement pursuant to Section 7.4 , this Agreement shall be terminated and become void and have no effect, and except as provided in Section 7.5(b)  and Section 7.5(c) , there shall be no liability hereunder on the part of any Party.
 
(b)                                  Nothing in this Section 7.5 shall relieve or release any Party to this Agreement of any liability or damages arising out of such Party’s willful and material breach of any provision of this Agreement.
 
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(c)                                   In the event of the termination of this Agreement pursuant to Section 7.4(b) , EQT or RMGH shall, no later than three Business Days after receipt of an invoice (with supporting documentation) therefor from EQGP, reimburse EQGP for all of the reasonable and documented out-of-pocket expenses (including fees and expenses of counsel and Baird) incurred by EQGP in connection with this Agreement and the transactions contemplated hereby.
 
(d)                                  This Section 7.5 and Article VIII shall survive any termination of this Agreement.
 
ARTICLE VIII
 
Miscellaneous and General
 
8.1                                Counterparts .  This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.
 
8.2                                GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL .
 
(a)                                  THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION.  The parties hereby irrevocably submit to the personal jurisdiction of the Court of Chancery of the state of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the Federal courts of the United States of America located in the state of Delaware.
 
(b)                                  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.2 .
 
8.3                                Successors and Assigns; Assignment .  This Agreement shall be binding upon and inure to the benefit of the Parties and the respective successors and assigns.  This Agreement
 
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shall not be assignable by any Party, by operation of Law or otherwise, except with the prior written consent of the other Parties.  Any purported assignment in violation of this Agreement shall be null and void.
 
8.4                                Amendments .  All waivers, modifications, amendments or alterations of this Agreement shall require the written approval of each of the Parties; provided , however , that EQGP may not, without the prior approval of the EQGP Conflicts Committee, agree to any amendment or modification of this Agreement.
 
8.5                                Benefit of Agreement .  This Agreement is made solely for the benefit of the Parties, and no other Person shall have any right, claim or cause of action under or by virtue of this Agreement.
 
8.6                                Expenses .  Each Party to this Agreement will bear all of its respective fees, costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.
 
8.7                                Severability .  In the event that any provision of this Agreement shall finally be determined to be unlawful, such provision shall, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to any Party, be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force and effect.
 
8.8                                Notices .  All notices, requests and other communications to any Party shall be in writing and shall be deemed given if delivered personally, by facsimile or email (which is confirmed), or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:
 
If to EQGP, to:
 
EQT GP Holdings, LP
c/o EQT GP Services, LLC
625 Liberty Avenue, Suite 1700
Pittsburgh, PA  15222
Fax No.:                    (412) 553-7781
Attn:                                       Conflicts Committee Chair c/o Corporate Secretary
 
with a copy (which shall not constitute notice) to:
 
Hunton Andrews Kurth LLP
600 Travis, Suite 4200
Houston, TX 77002
Email:             moleary@andrewskurth.com
Fax No.:  (713) 220-4360
Attn:                     G. Michael O’Leary
 
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If to RMGH and/or EQT, to:
 
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, PA  15222
Fax No.:                    (412) 553-5970
Attn:                                       General Counsel
 
with a copy (which shall not constitute notice) to:
 
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY  10019 
Fax No.:                    (212) 403-2000
Email:                               SACohen@wlrk.com
VGoldfeld@wlrk.com
Attn:                                       Steven A. Cohen
Victor Goldfeld
 
or such other address or facsimile number as such Party may hereafter specify by like notice to the other Parties.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 P.M. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.
 
8.9                                Non-Survival .  The representations, warranties, covenants and agreements in this Agreement shall terminate at the Closing or upon the earlier termination of this Agreement pursuant to Section 7.4 , except that any covenant or agreement herein that contemplates performance after the Closing shall survive the Closing until it has been performed, and this Article VIII shall survive the Closing or termination of this Agreement.
 
[ Signature Page Follows ]
 
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties to this Agreement as of the date first written above.

 	EQT GP HOLDINGS, LP	
 	 	
 	By: EQT GP Services, LLC, its general partner	
 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	
 	Name:	Jeremiah J. Ashcroft III	
 	Title:	President and Chief Executive Officer	
 	 	
 	RICE MIDSTREAM GP HOLDINGS LP	
 	 	
 	By: Rice Midstream GP Management LLC, its general partner	
 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	
 	Name:	Jeremiah J. Ashcroft III	
 	Title:	President	
 	 	
 	EQT CORPORATION	
 	 	
 	By:	/s/ Robert J. McNally .	
 	Name:	Robert J. McNally	
 	Title:	Senior Vice President and Chief Financial Officer	
 
[Signature Page to IDR Purchase and Sale Agreement]