Common use of Conveyed Interests Clause in Contracts

Conveyed Interests. (a) The Conveyed Interests (i) constitute 100% of the limited liability company interests in each of the Vantage Midstream Entities and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). The Conveyed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, the Vantage Midstream Entities’ Organizational Documents, or any Contract to which Rice or any of its Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound. (b) Immediately prior to Closing, Rice will have good and valid record and beneficial title to the Conveyed Interests, free and clear of any and all Liens, and, except as provided or created by the Organizational Documents of the Vantage Midstream Entities or applicable securities Laws, the Conveyed Interests will be free and clear of any restrictions on transfer, Taxes, or claims. There are no preemptive rights, rights of first refusal or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, redemption rights, purchase rights, agreements, calls, subscription agreements, commitments or other securities exercisable or exchangeable for any equity interests of any of the Vantage Midstream Entities, any other commitments or Contracts providing for the issuance of additional equity interests of any of the Vantage Midstream Entities, or for the repurchase or redemption of the Conveyed Interests, or any Contracts of any kind which may obligate any of the Vantage Midstream Entities to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership will have good and valid record and beneficial title to the Conveyed Interests, free and clear of any Liens (other than Liens created after Closing by, through or under the Partnership Group). (c) None of the Vantage Midstream Entities has any outstanding bonds, debentures, notes or other Liabilities the holders of which have the right to vote on any matter (or convertible into or exercisable for securities having the right to vote on any matter) with the holders of the Conveyed Interests. (d) None of Rice nor the Vantage Midstream Entities is a party to any agreements, arrangements, or commitments obligating it to grant, deliver or sell, or cause to be granted, delivered or sold, the Conveyed Interests, by sale, lease, license or otherwise, other than this Agreement. (e) There are no voting trusts, proxies or other agreements or understandings to which any of Rice or the Vantage Midstream Entities is bound with respect to the voting of the Conveyed Interests. (f) Contemporaneously with the Closing, the Rice Subsidiaries that own any equity interests in any Vantage Midstream Entity will own and transfer to the Partnership or its designee good and valid record and beneficial title to 100% of the limited liability company interests in each Vantage Midstream Entity free and clear of any and all Liens other than those arising under applicable securities laws.

Conveyed Interests. (a) The Conveyed Interests (i) constitute 100% of the limited liability company interests in each of the Vantage Midstream Rice Water Entities and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). The Conveyed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, the Vantage Midstream Rice Water Entities’ Organizational Documents, or any Contract to which Rice or any of its Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound. (b) Immediately prior to ClosingOther than as set forth on Schedule 3.7(b), Rice will have Midstream Holdings has good and valid record and beneficial title to the Conveyed Interests, free and clear of any and all Liens, and, except as provided or created by the Organizational Documents of the Vantage Midstream Rice Water Entities or applicable securities Laws, the Conveyed Interests will be are free and clear of any restrictions on transfer, Taxes, or claims. There are no preemptive rights, rights of first refusal or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, redemption rights, purchase rights, agreements, calls, subscription agreements, commitments or other securities exercisable or exchangeable for any equity interests of any either of the Vantage Midstream Rice Water Entities, any other commitments or Contracts providing for the issuance of additional equity interests of any either of the Vantage Midstream Rice Water Entities, or for the repurchase or redemption of the Conveyed Interests, or any Contracts of any kind which may obligate any either of the Vantage Midstream Rice Water Entities to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership will have good and valid record and beneficial title to the Conveyed Interests, free and clear of any Liens (other than Liens created after Closing by, through or under the Partnership Group). (c) None Neither of the Vantage Midstream Rice Water Entities has any outstanding bonds, debentures, notes or other Liabilities the holders of which have the right to vote on any matter (or convertible into or exercisable for securities having the right to vote on any matter) with the holders of the Conveyed Interests. (d) None of Rice nor the Vantage Midstream Rice Water Entities is a party to any agreements, arrangements, or commitments obligating it to grant, deliver or sell, or cause to be granted, delivered or sold, the Conveyed Interests, by sale, lease, license or otherwise, other than this Agreement. (e) There are no voting trusts, proxies or other agreements or understandings to which any of Rice or the Vantage Midstream Rice Water Entities is bound with respect to the voting of the Conveyed Interests. (f) Contemporaneously with the Closing, the Rice Subsidiaries that own any equity interests in any Vantage Midstream Entity will own and transfer to the Partnership or its designee has good and valid record and beneficial title to 100% of the limited liability company interests in each Vantage Midstream Entity free and clear of any and all Liens other than those arising under applicable securities lawsHoldings.

Conveyed Interests. (a) The Conveyed Interests (i) constitute 100% of the limited liability company interests in each of the Vantage Midstream Rice Water Entities and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-18- 804 of the Delaware Limited Liability Company Act). The Conveyed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, the Vantage Midstream Rice Water Entities’ Organizational Documents, or any Contract to which Rice or any of its Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound. (b) Immediately prior to ClosingOther than as set forth on Schedule 3.7(b), Rice will have Midstream Holdings has good and valid record and beneficial title to the Conveyed Interests, free and clear of any and all Liens, and, except as provided or created by the Organizational Documents of the Vantage Midstream Rice Water Entities or applicable securities Laws, the Conveyed Interests will be are free and clear of any restrictions on transfer, Taxes, or claims. There are no preemptive rights, rights of first refusal or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, redemption rights, purchase rights, agreements, calls, subscription agreements, commitments or other securities exercisable or exchangeable for any equity interests of any either of the Vantage Midstream Rice Water Entities, any other commitments or Contracts providing for the issuance of additional equity interests of any either of the Vantage Midstream Rice Water Entities, or for the repurchase or redemption of the Conveyed Interests, or any Contracts of any kind which may obligate any either of the Vantage Midstream Rice Water Entities to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership will have good and valid record and beneficial title to the Conveyed Interests, free and clear of any Liens (other than Liens created after Closing by, through or under the Partnership Group). (c) None Neither of the Vantage Midstream Rice Water Entities has any outstanding bonds, debentures, notes or other Liabilities the holders of which have the right to vote on any matter (or convertible into or exercisable for securities having the right to vote on any matter) with the holders of the Conveyed Interests. (d) None of Rice nor the Vantage Midstream Rice Water Entities is a party to any agreements, arrangements, or commitments obligating it to grant, deliver or sell, or cause to be granted, delivered or sold, the Conveyed Interests, by sale, lease, license or otherwise, other than this Agreement. (e) There are no voting trusts, proxies or other agreements or understandings to which any of Rice or the Vantage Midstream Rice Water Entities is bound with respect to the voting of the Conveyed Interests. (f) Contemporaneously with the Closing, the Rice Subsidiaries that own any equity interests in any Vantage Midstream Entity will own and transfer to the Partnership or its designee has good and valid record and beneficial title to 100% of the limited liability company interests in each Vantage Midstream Entity free and clear of any and all Liens other than those arising under applicable securities lawsHoldings.

Conveyed Interests. (a) The Conveyed Interests (i) constitute 100% of the limited liability company interests in each of the Vantage Midstream Entities and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-18- 607 and 18-804 of the Delaware Limited Liability Company Act). The Conveyed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, the Vantage Midstream Entities’ Organizational Documents, or any Contract to which Rice or any of its Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound. (b) Immediately prior to Closing, Rice will have good and valid record and beneficial title to the Conveyed Interests, free and clear of any and all Liens, and, except as provided or created by the Organizational Documents of the Vantage Midstream Entities or applicable securities Laws, the Conveyed Interests will be free and clear of any restrictions on transfer, Taxes, or claims. There are no preemptive rights, rights of first refusal or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, redemption rights, purchase rights, agreements, calls, subscription agreements, commitments or other securities exercisable or exchangeable for any equity interests of any of the Vantage Midstream Entities, any other commitments or Contracts providing for the issuance of additional equity interests of any of the Vantage Midstream Entities, or for the repurchase or redemption of the Conveyed Interests, or any Contracts of any kind which may obligate any of the Vantage Midstream Entities to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests. Immediately after the Closing, the Partnership will have good and valid record and beneficial title to the Conveyed Interests, free and clear of any Liens (other than Liens created after Closing by, through or under the Partnership Group). (c) None of the Vantage Midstream Entities has any outstanding bonds, debentures, notes or other Liabilities the holders of which have the right to vote on any matter (or convertible into or exercisable for securities having the right to vote on any matter) with the holders of the Conveyed Interests. (d) None of Rice nor the Vantage Midstream Entities is a party to any agreements, arrangements, or commitments obligating it to grant, deliver or sell, or cause to be granted, delivered or sold, the Conveyed Interests, by sale, lease, license or otherwise, other than this Agreement. (e) There are no voting trusts, proxies or other agreements or understandings to which any of Rice or the Vantage Midstream Entities is bound with respect to the voting of the Conveyed Interests. (f) Contemporaneously with the Closing, the Rice Subsidiaries that own any equity interests in any Vantage Midstream Entity will own and transfer to the Partnership or its designee good and valid record and beneficial title to 100% of the limited liability company interests in each Vantage Midstream Entity free and clear of any and all Liens other than those arising under applicable securities laws.