Common use of Effective Date Adjustments Clause in Contracts

Effective Date Adjustments. It is the intention of the parties to this Agreement that (i) the Consideration represents the purchase price for the Assets and the Subject Interests as of the Effective Date on a working capital-free and debt-free basis and (ii) the economic benefits and burdens of the Assets and Subject Interests shall be transferred to EQM as of the Effective Date. Following the Closing, (a) in the event EQM or its subsidiaries (i) pay any amounts in respect of costs incurred prior to the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts payable that are or should have been included in Retained Liabilities), EQT Gathering or EQT Gathering Holdings (as applicable) shall reimburse EQM for the amount of such payments, or (ii) collect any amounts in respect of revenues generated prior to the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts receivable that are or should have been included in the Excluded Assets), EQM shall reimburse EQT Gathering or EQT Gathering Holdings (as applicable) for the amounts of such receipts, and (b) in the event EQT Gathering or EQT Gathering Holdings (i) pay any amounts in respect of costs incurred after the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts payable that are or should have been included in the Assumed Liabilities), EQM shall reimburse EQT Gathering or EQT Gathering Holdings (as applicable) for the amount of such payments, or (ii) collect any amounts in respect of revenues generated after the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts receivable that are or should have been included in the Assets), EQT Gathering or EQT Gathering Holdings (as applicable) shall reimburse EQM for the amounts of such receipts. Notwithstanding the foregoing, Tax matters, including the payment of Taxes, allocation of Taxes and indemnification for Taxes shall be governed by Section 5.3.

Effective Date Adjustments. It is (a) On the intention Effective Date, immediately prior to the effectiveness of Sections 1 and 2, the parties to this Agreement that Borrower shall (A) prepay the Existing Loans (if any) in full, including (i) the Consideration represents the purchase price for the Assets and the Subject Interests all accrued but unpaid commitment fees relating to such Existing Loans as of the Effective Date on a working capital-free and debt-free basis such date, and (ii) all accrued but unpaid interest relating to such Existing Loans as of such date (in each case, calculated at the economic benefits rate set forth in the Existing Credit Agreement), (B) simultaneously borrow new Loans under the Credit Agreement in an amount equal to such prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such time); provided that with respect to subclauses (A) and burdens (B), (x) the prepayment to, and borrowing from, any Existing Continuing Lender may be effected by book entry to the extent that any portion of the Assets amount prepaid to such Existing Continuing Lender will be subsequently borrowed in Dollars from such Existing Continuing Lender and Subject Interests (y) the Lenders shall be transferred make and receive payments among themselves, in a manner acceptable to EQM the Administrative Agent, so that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with the respective Commitments of such Lenders (as set forth in Schedule 1.01(b)) and (C) pay to the Existing Lenders the amounts, if any, payable under Section 2.16 of the Existing Credit Agreement as a result of such prepayment. Each of the Existing Continuing Lenders hereby consents to the non-pro rata payment described in this Section 3.11. (b) On the Effective Date. Following , immediately prior to the Closingeffectiveness of Section 1 and 2, (a) in the event EQM or its subsidiaries Borrower shall prepay to the Departing Lenders such Departing Lenders’ pro rata portion of the Existing Loans, including (i) pay any amounts all accrued but unpaid commitment fees relating to such Existing Loans as of such date, and (ii) all accrued but unpaid interest relating to such Existing Loans as of such date (in each case, calculated at the rate set forth in the Existing Credit Agreement). Each of the Departing Lenders hereby consents to the non-pro rata payment described in this Section 3.11. Upon the receipt of such prepayment, each Departing Lender shall cease to be a “Lender” under the Existing Credit Agreement, but shall continue to be entitled to the benefits of Sections 2.12, 2.13 and 9.03 of the Existing Credit Agreement with respect of costs incurred to facts and circumstances occurring prior to the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts payable that are or should have been included in Retained Liabilities), EQT Gathering or EQT Gathering Holdings (as applicable) shall reimburse EQM for the amount of such payments, or (ii) collect any amounts in respect of revenues generated prior to the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts receivable that are or should have been included in the Excluded Assets), EQM shall reimburse EQT Gathering or EQT Gathering Holdings (as applicable) for the amounts of such receipts, and (b) in the event EQT Gathering or EQT Gathering Holdings (i) pay any amounts in respect of costs incurred after the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts payable that are or should have been included in the Assumed Liabilities), EQM shall reimburse EQT Gathering or EQT Gathering Holdings (as applicable) for the amount of such payments, or (ii) collect any amounts in respect of revenues generated after the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts receivable that are or should have been included in the Assets), EQT Gathering or EQT Gathering Holdings (as applicable) shall reimburse EQM for the amounts of such receipts. Notwithstanding the foregoing, Tax matters, including the payment of Taxes, allocation of Taxes and indemnification for Taxes shall be governed by Section 5.3Date.

Effective Date Adjustments. It is the intention If, as of the parties Effective Date, the aggregate principal amount of any Lender’s Dollar Commitments or Multicurrency Commitments in effect immediately prior to the effectiveness of this Amendment is different from such Lender’s Dollar Commitments or Multicurrency Commitments immediately after giving effect to this Agreement that Amendment, (a) on June 22, 2021, (A) with respect to Existing Loans denominated in Dollars, (i) the Consideration represents the purchase price for the Assets and the Subject Interests Borrower shall prepay such Existing Loans (if any) in full, including all accrued but unpaid interest relating to such Existing Loans as of such date (calculated at the Effective Date on a working capital-free rate set forth in the Existing Credit Agreement and debt-free basis as if this Amendment had not yet been given effect) and (ii) the economic benefits Borrower shall simultaneously borrow new Loans denominated in Dollars under the Credit Agreement in an amount equal to such prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such time); provided that with respect to subclauses (i) and burdens (ii), (x) the prepayment to, and borrowing from, any Existing Lender may be effected by book entry to the extent that any portion of the Assets amount prepaid to such Existing Lender will be subsequently borrowed from such Existing Lender and Subject Interests (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans denominated in Dollars are held ratably by the Lenders in accordance with the respective Commitments of such Lenders (as set forth in Schedule 1.01(b) immediately after giving effect to this Amendment), (B) with respect to Existing Loans denominated in any Agreed Foreign Currency, the Multicurrency Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans denominated in each Agreed Foreign Currency are held ratably by the Multicurrency Lenders in accordance with the respective Commitments of such Multicurrency Lenders (as set forth in Schedule 1.01(b) immediately after giving effect to this Amendment), and (C) the Borrower shall pay (i) all accrued but unpaid commitment fees relating to the Loans as of such date (calculated at the rate set forth in the Existing Credit Agreement and as if this Amendment had not yet been given effect), (ii) in full to the Administrative Agent and the Lenders (I) all accrued but unpaid fees (including all accrued but unpaid Facility Fees (as defined in the Lender Letter (as defined in the Existing Credit Agreement)) relating to the Loans as of June 22, 2021 (in each case, calculated at the rate set forth in the Existing Credit Agreement and as if this Amendment had not yet been given effect), (II) all fees required to be transferred to EQM paid on the Effective Date under that certain second amended and restated fee letter, dated as of the Effective Date. Following , by and between the ClosingBorrower and the Administrative Agent and (III) to the extent not paid pursuant to Section 3.1(l) of this Amendment or Section 2.09 or Section 9.03 of the Credit Agreement, all fees, expenses (aincluding reasonable legal fees to the extent invoiced) and interest owing related to this Amendment and the Credit Agreement owing on or prior to June 22, 2021 (in each case, calculated at the rate set forth in the event EQM or its subsidiaries (i) pay any amounts in respect of costs incurred prior to the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts payable that are or should have Existing Credit Agreement and as if this Amendment had not yet been included in Retained Liabilitiesgiven effect), EQT Gathering or EQT Gathering Holdings (as applicable) shall reimburse EQM for the amount of such payments, or (ii) collect any amounts in respect of revenues generated prior to the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts receivable that are or should have been included in the Excluded Assets), EQM shall reimburse EQT Gathering or EQT Gathering Holdings (as applicable) for the amounts of such receipts, and (b) pursuant to the terms and conditions set forth therein, pay to the Existing Lenders the amounts, if any, payable under Section 2.13 of the Existing Credit Agreement as a result of such prepayment. Each of the Existing Lenders hereby consents to the non-pro rata payments described in this Section 3.11 and confirms receipt of sufficient notice of borrowing and prepayment pursuant to Sections 2.03(a) and 2.08(f) under the Credit Agreement. If, as of the Effective Date, the aggregate principal amount of each Lender’s Dollar Commitments and Multicurrency Commitments in effect immediately prior to the effectiveness of this Amendment are the same as such Lender’s Dollar Commitments and Multicurrency Commitments immediately after giving effect to this Amendment, the Borrower shall pay in full to the Administrative Agent and the Lenders (a) all accrued but unpaid Facility Fees (as defined in the event EQT Gathering or EQT Gathering Holdings Lender Letter (ias defined in the Existing Credit Agreement)) pay any amounts relating to the Loans as of June 22, 2021 (in respect of costs incurred after each case, calculated at the rate set forth in the Existing Credit Agreement and as if this Amendment had not yet been given effect), (b) all fees required to be paid on the Effective Date with respect under that certain second amended and restated fee letter, dated as of the Effective Date, by and between the Borrower and the Administrative Agent and (c) to the Assets extent not paid pursuant to Section 3.1(l) of this Amendment or Section 2.09 or Section 9.03 of the Subject Interests Credit Agreement, all fees, expenses (including reasonable legal fees to the extent invoiced) and interest owing related to this Amendment and the Credit Agreement owing on or prior to June 22, 2021 (in respect of any accounts payable that are or should have been included each case, calculated at the rate set forth in the Assumed LiabilitiesExisting Credit Agreement and as if this Amendment had not yet been given effect), EQM shall reimburse EQT Gathering or EQT Gathering Holdings (as applicable) for the amount of such payments, or (ii) collect any amounts in respect of revenues generated after the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts receivable that are or should have been included in the Assets), EQT Gathering or EQT Gathering Holdings (as applicable) shall reimburse EQM for the amounts of such receipts. Notwithstanding the foregoing, Tax matters, including the payment of Taxes, allocation of Taxes and indemnification for Taxes shall be governed by Section 5.3.

Effective Date Adjustments. It is Subject to compliance with the intention terms and conditions hereof, the sale, transfer, conveyance, assignment and delivery of the parties Purchased Assets shall be deemed to this Agreement that take place as at the Effective Date. During the period from and after the Effective Date through to the Time of Closing (the "Interim Period"), other than as contemplated by the Transition Services Agreement, the Purchased Business shall have been managed and operated by the Vendor for the exclusive account of the Purchaser. In particular, and without otherwise limiting the foregoing, on the Adjustment Date: (i) the Consideration represents Vendor shall pay to the purchase price for Purchaser an amount, reviewed and opined on by PricewaterhouseCoopers, equal to: (A) the Assets and cash balance (including outstanding cheques, which shall be deemed to have been cashed) on the Subject Interests books of account of the Purchased Business as of the Effective Closing Date representing the net cash transactions in the ordinary course of business (excluding any inter-company payments or payments to Affiliates of ACI or Axidata) during the Interim Period (excluding transactions governed by the Transition Services Agreement); and (B) interest, calculated at the Prime Rate, on a working capital-free and debt-free basis and the average daily balance on the books of account of the Purchased Business during the Interim Period, provided such balance is positive, and (ii) the economic benefits and burdens Purchaser shall pay to the Vendor an amount, as determined by PricewaterhouseCoopers, equal to: (A) any negative cash balance (including outstanding cheques, which shall be deemed to have been cashed) on the books of account of the Assets and Subject Interests shall be transferred to EQM Purchased Business as of the Effective Date. Following the Closing, (a) Closing Date representing net cash transactions in the event EQM ordinary course of business (excluding any inter-company payments or its subsidiaries payments to Affiliates of ACI or Axidata) during the Interim Period (i) pay any amounts in respect of costs incurred prior to excluding transactions governed by the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts payable that are or should have been included in Retained LiabilitiesTransition Services Agreement), EQT Gathering or EQT Gathering Holdings provided such balance is negative; and (as applicableB) shall reimburse EQM for interest, calculated at the amount Prime Rate, on the average daily balance on the books of account of the Purchased Business during the Interim Period, provided such payments, or (ii) collect any amounts in respect of revenues generated prior to the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts receivable that are or should have been included in the Excluded Assets), EQM shall reimburse EQT Gathering or EQT Gathering Holdings (as applicable) for the amounts of such receipts, and (b) in the event EQT Gathering or EQT Gathering Holdings (i) pay any amounts in respect of costs incurred after the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts payable that are or should have been included in the Assumed Liabilities), EQM shall reimburse EQT Gathering or EQT Gathering Holdings (as applicable) for the amount of such payments, or (ii) collect any amounts in respect of revenues generated after the Effective Date with respect to the Assets or the Subject Interests (including in respect of any accounts receivable that are or should have been included in the Assets), EQT Gathering or EQT Gathering Holdings (as applicable) shall reimburse EQM for the amounts of such receiptsbalance is negative. Notwithstanding the foregoing, Tax mattersduring the Interim Period, including the payment salaries and expenses associated with the seven employees listed in Schedule 2.16 in the approximate amount of Taxes$15,000 to $20,000, allocation of Taxes in the aggregate, shall been borne equally by the Vendor and indemnification for Taxes shall be governed by Section 5.3the Purchaser.