Midstream Uses in Further Assurances Clause

Further Assurances from Purchase and Sale Agreement

This Purchase and Sale Agreement (this Agreement) is made and entered into as of September 26, 2016 by and between Rice Energy Inc., a Delaware corporation (Rice), and Rice Midstream Partners LP, a Delaware limited partnership (the Partnership). Rice and the Partnership are sometimes referred to in this Agreement individually as a Party and together as the Parties.

Further Assurances. On and after the Closing Date, 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 the transactions contemplated by this Agreement and the other Transaction Documents, 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 such Party may reasonably be requested to take by the other Party from to time to time, consistent with the terms of this Agreement or the other Transaction Documents, in order to effectuate the provisions and purposes of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby.

Further Assurances from Purchase and Sale Agreement

This Purchase and Sale Agreement (this Agreement) is made and entered into as of September 26, 2016 by and between Rice Energy Inc., a Delaware corporation (Rice), and Rice Midstream Partners LP, a Delaware limited partnership (the Partnership). Rice and the Partnership are sometimes referred to in this Agreement individually as a Party and together as the Parties.

Further Assurances. On and after the Closing Date, 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 the transactions contemplated by this Agreement and the other Transaction Documents, 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 such Party may reasonably be requested to take by the other Party from to time to time, consistent with the terms of this Agreement or the other Transaction Documents, in order to effectuate the provisions and purposes of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby.