Common use of Authority and Approval Clause in Contracts

Authority and Approval. (a) Each of EQT Gathering and EQT Gathering Holdings has full limited liability company 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 EQT Gathering and EQT Gathering Holdings of this Agreement and the consummation by EQT Gathering and EQT Gathering Holdings of the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action of the part of EQT Gathering and EQT Gathering Holdings, as applicable. No other limited liability company proceeding on the part of EQT Gathering or EQT Gathering Holdings 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 EQT Gathering and EQT Gathering Holdings. This Agreement constitutes the legal, valid and binding obligations of EQT Gathering and EQT Gathering Holdings, enforceable against EQT Gathering and EQT Gathering Holdings in accordance with its terms. (b) The Board of Managers of EQT Gathering at a meeting thereof duly called and held or by written consent in accordance with the DLLCA approved this Agreement and the Asset Sale. (c) The Board of Managers of EQT Gathering Holdings at a meeting thereof duly called and held or by written consent in accordance with the DLLCA approved this Agreement, the AVC Sale and the ▇▇▇▇▇ Sale.

Authority and Approval. (a) Each of EQT Gathering and EQT Gathering Holdings the ACMP Parties has full all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder and Agreement, to consummate the transactions contemplated herebyhereby and to perform all of the terms and conditions hereof to be performed by it, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the ACMP Amendment Vote. The execution, execution and delivery and performance by EQT Gathering and EQT Gathering Holdings of this Agreement and by each of the ACMP Parties, the consummation by EQT Gathering and EQT Gathering Holdings of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the ACMP Parties have been duly authorized and validly authorized approved by all requisite partnership or limited liability company action of the part of EQT Gathering and EQT Gathering Holdings, as applicable. No other limited liability company proceeding on the part of EQT Gathering or EQT Gathering Holdings is necessary each of the ACMP Parties, subject, in the case of the ACMP Partnership Agreement Amendment, to authorize its executionreceipt of the ACMP Amendment Vote. At a meeting duly called and held, delivery or performance of the ACMP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement or its and the transactions contemplated hereby are in the best interest of ACMP and the Holders of ACMP Units who are not ▇▇▇▇▇▇▇▇ Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Transaction Documents and the transactions contemplated thereby on the terms set forth therein (the foregoing constituting ACMP Special Approval), and (c) resolved to approve, and to recommend to the ACMP Board the approval of, this Agreement and the consummation of the transactions contemplated hereby, including the Transaction Documents and the transactions contemplated thereby on the terms set forth therein. This Agreement has been duly executed and delivered by EQT Gathering and EQT Gathering Holdings. This Agreement constitutes Upon the legalreceipt of the recommendation of the ACMP Conflicts Committee, valid and binding obligations of EQT Gathering and EQT Gathering Holdings, enforceable against EQT Gathering and EQT Gathering Holdings in accordance with its terms. (b) The Board of Managers of EQT Gathering at a meeting thereof duly called and held or by written consent in accordance with held, the DLLCA ACMP Board approved this Agreement and the Asset Sale. (c) The Board of Managers of EQT Gathering Holdings at a meeting thereof duly called and held or by written consent in accordance with transactions contemplated hereby, including the DLLCA approved this Agreement, the AVC Sale Transaction Documents and the ▇▇▇▇▇ Saletransactions contemplated thereby on the terms set forth therein.

Authority and Approval. (a) Each of EQT Equitrans LP, Equitrans Investments, EQM Gathering Opco and EQT Gathering Holdings 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 EQT Equitrans LP, Equitrans Investments, EQM Gathering Opco and EQT Gathering Holdings EQM of this Agreement and the consummation by EQT Equitrans LP, Equitrans Investments, EQM Gathering Opco and EQT Gathering Holdings EQM of the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company or limited partnership, as applicable, action of on the part of EQT Equitrans LP, Equitrans Investments, EQM Gathering Opco and EQT Gathering HoldingsEQM, as applicable. No other limited liability company or limited partnership, as applicable, proceeding on the part of EQT Equitrans LP, Equitrans Investments, EQM Gathering Opco or EQT Gathering Holdings 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 EQT Equitrans LP, Equitrans Investments, EQM Gathering Opco and EQT Gathering HoldingsEQM. This Agreement constitutes the legal, valid and binding obligations of EQT Equitrans LP, Equitrans Investments, EQM Gathering Opco and EQT Gathering HoldingsEQM, enforceable against EQT Equitrans LP, Equitrans Investments, EQM Gathering Opco and EQT Gathering Holdings EQM in accordance with its terms. (b) The Board of Managers of EQT Gathering Directors, at a meeting thereof duly called and held or by written consent in accordance with the DLLCA approved DLLCA, determined that this Agreement and the Asset SaleTransactions are fair to and in the best interests of EQM. (c) The Board Equitrans Services, LLC, a Delaware limited liability company and the general partner of Managers of EQT Gathering Holdings Equitrans LP, at a meeting thereof duly called and held or by written consent in accordance with the DLLCA DLLCA, approved this Agreement, Agreement and the AVC Sale Sale. (d) The sole member of Equitrans Investments at a meeting duly called and held or by written consent in accordance with the DLLCA, approved this Agreement and the ▇▇▇▇▇ Sale. (e) The Board of Managers of EQM Gathering Opco, at a meeting duly called and held or by written consent in accordance with the DLLCA, approved this Agreement and Asset Sale.

Authority and Approval. (a) Each of EQT Gathering and EQT Gathering Holdings the SXCP Parties has full all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement Agreement, and subject to perform its obligations hereunder and receipt of the SXCP Vote, to consummate the transactions contemplated herebyhereby and to perform all of the terms and conditions hereof to be performed by it. The execution, execution and delivery and performance by EQT Gathering and EQT Gathering Holdings of this Agreement by each of the SXCP Parties, and subject to receipt of the SXCP Vote, the consummation by EQT Gathering and EQT Gathering Holdings of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the SXCP Parties have been duly authorized and validly authorized approved by all requisite partnership or limited liability company action of the part of EQT Gathering and EQT Gathering Holdings, as applicable. No other limited liability company proceeding on the part of EQT Gathering or EQT Gathering Holdings is necessary to authorize its executioneach of the SXCP Parties. At a meeting duly called and held, delivery or performance of the SXCP Conflicts Committee (a) determined that this Agreement or its and the transactions contemplated hereby are in the best interest of SXCP, including the Holders of SXCP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting SXCP Special Approval), and (c) recommended that the SXCP Board approve this Agreement and the consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the SXCP Conflicts Committee, at a meeting duly called and held, the SXCP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of SXCP, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (c) directed that this Agreement be submitted to a vote of Holders of SXCP Common Units and authorized the Holders of SXCP Common Units to act by written consent pursuant to Section 13.11 of the SXCP Partnership Agreement. Within two (2) Business Days after the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate of a majority of the SXCP Common Units outstanding on the date hereof to approve this Agreement and the transactions contemplated hereby, including the Merger. The approval and adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the SXCP Partnership Agreement) (the “SXCP Vote”) is the only vote or approval of SXCP Partnership Interests necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by EQT Gathering each of the SXCP Parties and EQT Gathering Holdings. This Agreement constitutes the legal, valid and legally binding obligations obligation of EQT Gathering and EQT Gathering Holdingseach of the SXCP Parties, enforceable against EQT Gathering and EQT Gathering Holdings each of the SXCP Parties 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 civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) at law or in equity). (b) The Board of Managers of EQT Gathering at a meeting thereof duly called and held or by written consent in accordance with the DLLCA approved this Agreement and the Asset Sale. (c) The Board of Managers of EQT Gathering Holdings at a meeting thereof duly called and held or by written consent in accordance with the DLLCA approved this Agreement, the AVC Sale and the ▇▇▇▇▇ Sale.

Authority and Approval. (a) Each of EQT Gathering and EQT Gathering Holdings the MLP Parties has full all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement Agreement, and subject to perform its obligations hereunder and receipt of the MLP Vote, to consummate the transactions contemplated herebyhereby and to perform all of the terms and conditions hereof to be performed by it. The executionexecution and delivery of this Agreement by each of the MLP Parties, delivery and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by EQT Gathering the MLP Parties have been duly authorized and EQT Gathering Holdings approved by all requisite partnership or limited liability company action on the part of each of the MLP Parties. At a meeting duly called and held, the MLP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting MLP Special Approval), and (c) resolved to recommend to the MLP Board the approval of this Agreement and the consummation by EQT Gathering and EQT Gathering Holdings of the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action of the part of EQT Gathering and EQT Gathering Holdings, as applicable. No other limited liability company proceeding on the part of EQT Gathering or EQT Gathering Holdings is necessary to authorize its execution, delivery or performance of this Agreement or its consummation of the transactions contemplated hereby, including the Merger. Upon the receipt of the recommendation of the MLP Conflicts Committee, at a meeting duly called and held, the MLP Board (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of MLP and the Holders of MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (c) directed that this Agreement be submitted to a vote of Holders of MLP Common Units and authorized the Holders of MLP Common Units to act by written consent pursuant to Section 13.11 of the MLP Partnership Agreement. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the MLP Partnership Agreement) (the “MLP Vote”) is the only vote or approval of partnership interests in MLP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by EQT Gathering each of the MLP Parties and, assuming due authorization, execution and EQT Gathering Holdings. This Agreement delivery by the Parent Parties, constitutes the legal, valid and legally binding obligations obligation of EQT Gathering and EQT Gathering Holdingseach of the MLP Parties, enforceable against EQT Gathering and EQT Gathering Holdings each of the MLP Parties 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 at law or in equity). (b) The Board of Managers of EQT Gathering at a meeting thereof duly called and held or by written consent in accordance with the DLLCA approved this Agreement and the Asset Sale. (c) The Board of Managers of EQT Gathering Holdings at a meeting thereof duly called and held or by written consent in accordance with the DLLCA approved this Agreement, the AVC Sale and the ▇▇▇▇▇ Sale.

Authority and Approval. (a) Each of EQT EQM Gathering and EQT Gathering Holdings 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 EQT EQM Gathering and EQT Gathering Holdings EQM of this Agreement and the consummation by EQT EQM Gathering and EQT Gathering Holdings EQM of the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company or limited partnership, as applicable, action of on the part of EQT EQM Gathering and EQT Gathering HoldingsEQM, as applicable. No other limited liability company or limited partnership, as applicable, proceeding on the part of EQT EQM Gathering or EQT Gathering Holdings 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 EQT EQM Gathering and EQT Gathering HoldingsEQM. This Agreement constitutes the legal, valid and binding obligations of EQT EQM Gathering and EQT Gathering HoldingsEQM, enforceable against EQT EQM Gathering and EQT Gathering Holdings 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 Managers of EQT Gathering Directors, at a meeting thereof duly called and held or by written consent in accordance with the DLLCA approved DLLCA, determined that this Agreement and the Asset SaleTransactions are fair to and in the best interests of EQM. (c) The Board of Managers of EQT Gathering Holdings EQM Gathering, at a meeting thereof duly called and held or by written consent in accordance with the DLLCA DLLCA, approved this Agreement, the AVC Sale Agreement and the ▇▇▇▇▇ SaleTransactions.