Common use of Adjustments for Shared Services Clause in Contracts

Adjustments for Shared Services. With respect to each Shared Seconded Employee, ETRN will determine in good faith the percentage of such Shared Seconded Employee’s time spent providing Services to the applicable Owner (the “Allocation Percentage”). For each month during the Period of Secondment, the amount of the Services Reimbursement payable by the applicable Owner with respect to each Shared Seconded Employee shall be calculated by multiplying the Seconded Employee Expenses for such Shared Seconded Employee times the Allocation Percentage for such Shared Seconded Employee; provided, however, that certain Second Employee Expenses shall not be allocated based on the Allocation Percentage but rather shall be allocated as follows: (a) termination costs with respect to any Shared Seconded Employee shall be allocated between the applicable Owner and the ETRN Group based upon the Allocation Percentage, provided that the Owner and ETRN or the applicable ETRN Group member agree in advance to terminate such Shared Seconded Employee; otherwise, a Party who terminates a Shared Seconded Employee without first consulting with the other Party or applicable affiliate (including an actual or alleged constructive termination) shall be solely responsible for all termination costs related to such termination, other than any termination costs arising solely out of the gross negligence or willful misconduct of the other Party or applicable affiliate; (b) travel expenses and other expenses incurred with respect to and/or reimbursable to a Shared Seconded Employee shall be paid by the Party for whom the Shared Seconded Employee was working at the time they were incurred, except that expenses related to activities that benefit both the applicable Owner and the ETRN Group (e.g., some types of training) shall be shared by the affected Parties in accordance with the Allocation Percentage (or such other allocation as may be agreed between the affected Parties); and (c) any sales taxes imposed upon the provision of any taxable Services provided under this Agreement shall be reimbursable in full by the applicable Owner, provided that the Owner and ETRN contemplate that the Services provided pursuant to this Agreement are not taxable services for sales and use tax purposes.

Adjustments for Shared Services. With respect to each Shared Seconded Employee, ETRN GPRE will determine in good faith the percentage of such Shared Seconded Employee’s time spent providing Services services to the applicable Owner GP (the “Allocation Percentage”). For each month during the Period of Secondment, the amount of the Services Reimbursement payable by the applicable Owner GP with respect to each Shared Seconded Employee shall be calculated by multiplying the Seconded Employee Expenses for such Shared Seconded Employee times the Allocation Percentage for such Shared Seconded Employee; provided, however, that certain Second Employee Expenses shall not be allocated based on the Allocation Percentage but rather shall be allocated as follows: (a) termination costs Termination Costs with respect to any Shared Seconded Employee shall be allocated between the applicable Owner and the ETRN Group Parties based upon the Allocation Percentage, provided that the Owner and ETRN or the applicable ETRN Group member Parties agree in advance to terminate such Shared Seconded Employee; otherwise, a Party who terminates a Shared Seconded Employee without first consulting with the other Party or applicable affiliate (including an actual or alleged constructive termination) shall be solely responsible for all termination costs Termination Costs related to such termination, other than any termination costs Termination Costs arising solely out of the gross negligence or willful misconduct of the other Party or applicable affiliateParty; (b) travel expenses and other expenses incurred with respect to and/or reimbursable to a Shared Seconded Employee shall be paid by the Party for whom the Shared Seconded Employee was working at the time they were incurred, except that expenses related to activities that benefit both the applicable Owner GP and the ETRN Group GPRE (e.g., e.g. some types of training) shall be shared by the affected Parties in accordance with the Allocation Percentage (or such other allocation as may be agreed between the affected Parties); and (c) any sales the taxes imposed upon the provision of any taxable Services provided under this Agreement described in Section 3.2(p) shall be reimbursable in full by the applicable Owner, provided that the Owner and ETRN contemplate that the Services provided pursuant to this Agreement are not taxable services for sales and use tax purposesGP.

Adjustments for Shared Services. With respect to each Shared Seconded Employee, ETRN the appropriate Employing Operator will determine in good faith the percentage of such Shared Seconded Employee’s time spent providing Services services to the applicable Owner GP (the “Allocation Percentage”). For each month during the Period of Secondment, the amount of the Services Reimbursement payable by the applicable Owner GP with respect to each Shared Seconded Employee shall be calculated by multiplying the Seconded Employee Expenses for such Shared Seconded Employee times the Allocation Percentage for such Shared Seconded Employee; provided, however, that certain Second Employee Expenses shall not be allocated based on the Allocation Percentage but rather shall be allocated as follows: (a) termination costs Termination Costs with respect to any Shared Seconded Employee shall be allocated between the applicable Owner and the ETRN Group Parties based upon the Allocation Percentage, provided that the Owner and ETRN or the applicable ETRN Group member Parties agree in advance to terminate such Shared Seconded Employee; otherwise, a Party who terminates a Shared Seconded Employee without first consulting with the other Party or applicable affiliate (including an actual or alleged constructive termination) shall be solely responsible for all termination costs Termination Costs related to such termination, other than any termination costs Termination Costs arising solely out of the gross negligence or willful misconduct of the other Party or applicable affiliateParty; (b) travel expenses and other expenses incurred with respect to and/or reimbursable to a Shared Seconded Employee shall be paid by the Party for whom the Shared Seconded Employee was working at the time they were incurred, except that expenses related to activities that benefit both the applicable Owner GP and the ETRN Group Employing Operator (e.g., e.g. some types of training) shall be shared by the affected Parties in accordance with the Allocation Percentage (or such other allocation as may be agreed between the affected Parties); and (c) any sales the taxes imposed upon the provision of any taxable Services provided under this Agreement described in Section 3.2(p) shall be reimbursable in full by the applicable Owner, provided that the Owner and ETRN contemplate that the Services provided pursuant to this Agreement are not taxable services for sales and use tax purposesGP.

Adjustments for Shared Services. With respect to each Shared Seconded Employee, ETRN EQT will determine in good faith the percentage of such Shared Seconded Employee’s time spent providing Services to the applicable Owner (the “Allocation Percentage”). For each month during the Period of Secondment, the amount of the Services Reimbursement payable by the applicable Owner with respect to each Shared Seconded Employee shall be calculated by multiplying the Seconded Employee Expenses for such Shared Seconded Employee times the Allocation Percentage for such Shared Seconded Employee; provided, however, that certain Second Employee Expenses shall not be allocated based on the Allocation Percentage but rather shall be allocated as follows: (a) termination costs with respect to any Shared Seconded Employee shall be allocated between the applicable Owner and the ETRN EQT Group based upon the Allocation Percentage, provided that the Owner and ETRN EQT or the applicable ETRN EQT Group member agree in advance to terminate such Shared Seconded Employee; otherwise, a Party who terminates a Shared Seconded Employee without first consulting with the other Party or applicable affiliate (including an actual or alleged constructive termination) shall be solely responsible for all termination costs related to such termination, other than any termination costs arising solely out of the gross negligence or willful misconduct of the other Party or applicable affiliate; (b) travel expenses and other expenses incurred with respect to and/or reimbursable to a Shared Seconded Employee shall be paid by the Party for whom the Shared Seconded Employee was working at the time they were incurred, except that expenses related to activities that benefit both the applicable Owner and the ETRN EQT Group (e.g., e.g. some types of training) shall be shared by the affected Parties in accordance with the Allocation Percentage (or such other allocation as may be agreed between the affected Parties); and (c) any sales taxes imposed upon the provision of any taxable Services provided under this Agreement shall be reimbursable in full by the applicable Owner, provided that the Owner and ETRN EQT contemplate that the Services provided pursuant to this Agreement are not taxable services for sales and use tax purposes.

Adjustments for Shared Services. With respect to each Shared Seconded Employee, ETRN the appropriate Employing Operator will determine in good faith the percentage of such Shared Seconded Employee’s time spent providing Services services to the applicable Owner GP (the “Allocation Percentage”). For each month during the Period of Secondment, the amount of the Services Reimbursement payable by the applicable Owner GP with respect to each Shared Seconded Employee shall be calculated by multiplying the Seconded Employee Expenses for such Shared Seconded Employee times the Allocation Percentage for such Shared Seconded Employee; provided, however, that (i) since Flat Fees are established taking the Allocation Percentage into account, they shall not be subject to such monthly adjustment, and (ii) certain Second Seconded Employee Expenses shall not be allocated based on the Allocation Percentage or included in any applicable Flat Fee, but rather shall be allocated as follows: (a) termination costs Termination Costs with respect to any Shared Seconded Employee shall be allocated between the applicable Owner and the ETRN Group Parties based upon the Allocation Percentage, provided that the Owner and ETRN or the applicable ETRN Group member Parties agree in advance to terminate such Shared Seconded Employee; otherwise, a Party who terminates a Shared Seconded Employee without first consulting with the other Party or applicable affiliate (including an actual or alleged constructive termination) shall be solely responsible for all termination costs Termination Costs related to such termination, other than any termination costs Termination Costs arising solely out of the gross negligence or willful misconduct of the other Party or applicable affiliateParty; (b) travel expenses and other expenses incurred with respect to and/or reimbursable to a Shared Seconded Employee shall be paid by the Party for whom the Shared Seconded Employee was working at the time they were incurred, except that expenses related to activities that benefit both the applicable Owner GP and the ETRN Group Employing Operator (e.g., e.g. some types of training) shall be shared by the affected Parties in accordance with the Allocation Percentage (or such other allocation as may be agreed between the affected Parties); and (c) any sales the taxes imposed upon the provision of any taxable Services provided under this Agreement described in Section 3.2(p) shall be reimbursable in full by the applicable Owner, provided that the Owner and ETRN contemplate that the Services provided pursuant to this Agreement are not taxable services for sales and use tax purposesGP.

Adjustments for Shared Services. With respect to each Shared Seconded Employee, ETRN the Operator will determine in good faith the percentage of such Shared Seconded Employee’s time spent providing Services to the applicable Owner EQMG (the “Allocation Percentage”). For each month during the Period of Secondment, the amount of the Services Reimbursement payable by the applicable Owner EQMG with respect to each Shared Seconded Employee shall be calculated by multiplying the Seconded Employee Expenses for such Shared Seconded Employee times the Allocation Percentage for such Shared Seconded Employee; provided, however, that certain Second Employee Expenses shall not be allocated based on the Allocation Percentage but rather shall be allocated as follows: (a) termination costs with respect to any Shared Seconded Employee shall be allocated between the applicable Owner EQMG and the ETRN Group Operator based upon the Allocation Percentage, provided that EQMG and the Owner and ETRN or the applicable ETRN Group member Operator agree in advance to terminate such Shared Seconded Employee; otherwise, a Party who terminates a Shared Seconded Employee without first consulting with the other Party or applicable affiliate (including an actual or alleged constructive termination) shall be solely responsible for all termination costs related to such termination, other than any termination costs arising solely out of the gross negligence or willful misconduct of the other Party or applicable affiliateParty; (b) travel expenses and other expenses incurred with respect to and/or reimbursable to a Shared Seconded Employee shall be paid by the Party for whom the Shared Seconded Employee was working at the time they were incurred, except that expenses related to activities that benefit both the applicable Owner EQMG and the ETRN Group Operator (e.g., e.g. some types of training) shall be shared by the affected Parties in accordance with the Allocation Percentage (or such other allocation as may be agreed between the affected Parties); and (c) any sales taxes imposed upon the provision of any taxable Services services provided under this Agreement shall be reimbursable reimburseable in full by the applicable OwnerEQMG, provided that EQMG and the Owner and ETRN Operator contemplate that the Services services provided pursuant to this Agreement are not taxable services for sales and use tax purposes.