Common use of Ownership of Equitrans Clause in Contracts

Ownership of Equitrans. After giving effect to the Transactions, the Operating Company and Equitrans Services will own the 97.25% limited partner interest and the 2.75% general partner interest in Equitrans, respectively; the partnership interests will have been duly authorized and validly issued in accordance with Equitrans’ Fourth Amended and Restated Limited Partnership Agreement dated [·] (the “Equitrans LP Agreement”), and the limited partner interests will be fully paid (to the extent required by the Equitrans LP Agreement) and nonassessable (except as such nonassessability may be affected by Sections [·] of the Pennsylvania Limited Partnership Act); and the Operating Company and Equitrans Services will own such partnership interests free and clear of all Liens (except for restrictions on transferability contained in the Equitrans LP Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Operating Company or Equitrans Services as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation other than those created by or arising under the Pennsylvania Limited Partnership Act or the New Credit Agreement.

Ownership of Equitrans. After giving effect to the Transactions, the The Operating Company and Equitrans Services will own the 97.25% limited partner interest and the 2.75% general partner interest in Equitrans, respectively; the partnership interests will have been duly authorized and validly issued in accordance with Equitrans’ Fourth Amended and Restated Limited Partnership Agreement dated [·] July 2, 2012 (the “Equitrans LP Agreement”), and the limited partner interests will be are fully paid (to the extent required by the Equitrans LP Agreement) and nonassessable (except as such nonassessability may be affected by Sections [·] 8542, 8557 and 8574 of the Pennsylvania Revised Uniform Limited Partnership Act); and the Operating Company and Equitrans Services will own such partnership interests free and clear of all Liens (except for restrictions on transferability contained in the Equitrans LP Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Operating Company or Equitrans Services as debtor is on file as of a recent date May 1, 2014 in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation other than those created by or arising under the Pennsylvania Revised Uniform Limited Partnership Act or the New Credit Agreement.

Ownership of Equitrans. After giving effect to the Transactions, the The Operating Company and Equitrans Services will own the 97.25% limited partner interest and the 2.75% general partner interest in Equitrans, respectively; the partnership interests will have been duly authorized and validly issued in accordance with Equitrans’ Fourth Amended and Restated Limited Partnership Agreement dated [·] July 2, 2012 (the “Equitrans LP Agreement”), and the limited partner interests will be are fully paid (to the extent required by the Equitrans LP Agreement) and nonassessable (except as such nonassessability may be affected by Sections [·] 8542, 8557 and 8574 of the Pennsylvania Revised Uniform Limited Partnership Act); and the Operating Company and Equitrans Services will own such partnership interests free and clear of all Liens (except for restrictions on transferability contained in the Equitrans LP Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Operating Company or Equitrans Services as debtor is on file as of a recent date February 19, 2015 in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation other than those created by or arising under the Pennsylvania Revised Uniform Limited Partnership Act or the New Credit Agreement.

Ownership of Equitrans. After giving effect to the Transactions, the The Operating Company and Equitrans Services will own the 97.25% limited partner interest and the 2.75% general partner interest in Equitrans, respectively; the partnership interests will have been duly authorized and validly issued in accordance with Equitrans’ Fourth Amended and Restated Limited Partnership Agreement dated [·] July 2, 2012 (the “Equitrans LP Agreement”), and the limited partner interests will be are fully paid (to the extent required by the Equitrans LP Agreement) and nonassessable (except as such nonassessability may be affected by Sections [·] 8542, 8557 and 8574 of the Pennsylvania Revised Uniform Limited Partnership Act); and the Operating Company and Equitrans Services will own such partnership interests free and clear of all Liens (except for restrictions on transferability contained in the Equitrans LP Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Operating Company or Equitrans Services as debtor is on file as of a recent date [·] in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation other than those created by or arising under the Pennsylvania Revised Uniform Limited Partnership Act or the New Credit Agreement.

Ownership of Equitrans. After giving effect to the Transactions, the The Operating Company and Equitrans Services will own the 97.25% limited partner interest and the 2.75% general partner interest in Equitrans, respectively; the partnership interests will have been duly authorized and validly issued in accordance with Equitrans’ Fourth Amended and Restated Limited Partnership Agreement dated [·] July 2, 2012 (the “Equitrans LP Agreement”), and the limited partner interests will be are fully paid (to the extent required by the Equitrans LP Agreement) and nonassessable (except as such nonassessability may be affected by Sections [·] 8542, 8557 and 8574 of the Pennsylvania Revised Uniform Limited Partnership Act); and the Operating Company and Equitrans Services will own such partnership interests free and clear of all Liens (except for restrictions on transferability contained in the Equitrans LP Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Operating Company or Equitrans Services as debtor is on file as of a recent date July [•], 2013 in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation other than those created by or arising under the Pennsylvania Revised Uniform Limited Partnership Act or the New Credit Agreement.

Ownership of Equitrans. After giving effect to the Transactions, the Operating Company and Equitrans Services will own the 97.25% limited partner interest and the 2.75% general partner interest in Equitrans, respectively; the partnership interests will have been duly authorized and validly issued in accordance with Equitrans’ Fourth Amended and Restated Limited Partnership Agreement dated [·•] (the “Equitrans LP Agreement”), and the limited partner interests will be fully paid (to the extent required by the Equitrans LP Agreement) and nonassessable (except as such nonassessability may be affected by Sections [·•] of the Pennsylvania Limited Partnership Act); and the Operating Company and Equitrans Services will own such partnership interests free and clear of all Liens (except for restrictions on transferability contained in the Equitrans LP Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Operating Company or Equitrans Services as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation other than those created by or arising under the Pennsylvania Limited Partnership Act or the New Credit Agreement.